UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the

Securities Exchange Act of 1934

Date of Report — October 27, 2005

(Date of earliest event reported)

PENN NATIONAL GAMING, INC.

 (Exact name of registrant as specified in its charter)

Area Code (610) 373-2400

(Registrant’s telephone number)

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 27, 2005, Penn National Gaming, Inc. (the “Company”) issued a press release announcing financial results for the three and nine months ended September 30, 2005 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 Item 2.02 of this Form 8-K and Exhibit 99.1 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.

Exhibit No.             Description

99.1                                                                           Press release, dated October 27, 2005, issued by Penn National Gaming, Inc. announcing its financial results for the three and nine months ended September 30, 2005.

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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 INDEX

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Exhibit 99.1

Conference Call:         Today, October 27 at 9:00 a.m. EDT

Dial-in numbers:         800/719-7103 or 415/247-8539

Webcast:                       www.pngaming.com

Replay information provided below

CONTACT:

FOR IMMEDIATE RELEASE

PENN NATIONAL GAMING REPORTS THIRD QUARTER DILUTED EPS OF $0.64 INCLUSIVE OF $0.14 PER SHARE OF HURRICANE CHARGES AND

$0.41 PER SHARE GAIN FROM DISCONTINUED OPERATIONS

- EBITDA Rises to $78.6 Million From $72.4 Million In Year Ago Period -

Wyomissing, Penn., (October 27, 2005) -- Penn National Gaming, Inc. (PENN: Nasdaq) today reported third quarter diluted earnings per share of $0.64 for the period ended September 30, 2005.  During the period the Company recorded $19.1 million of pre-tax expenses ($12.3 million, or $0.14 per diluted share, after-tax) related to the impact of Hurricane Katrina on two gulf coast properties and an after-tax gain of $35.6 million ($0.41 per diluted share) comprised of a loss from discontinued operations ($2.3 million) and a gain on the sale of Hollywood Casino Shreveport ($37.9 million).  Excluding these expenses and gains, Penn National Gaming reported adjusted diluted earnings per share of $0.37 for the three months ended September 30, 2005.

Summary of Q3 Results

(1)          EBITDA is income from operations excluding charges for depreciation and amortization, hurricane expenses ($19.1 million in the three months ended September 30, 2005) 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.

(2)          In the three months ended September 30, 2005 Penn National Gaming recorded an after-tax gain of $35.6 million ($0.41 per diluted share) comprised of a loss from discontinued operations of $2.3 million ($0.03 per diluted share), related to Hollywood Casino — Shreveport) and a gain on the sale of Hollywood Casino — Shreveport of $37.9 million ($0.44 per diluted share) which was completed in July 2005.  In the three months ended September 30, 2004 Penn National Gaming recorded an after-tax loss from discontinued operations for Hollywood Casino — Shreveport and Pocono Downs Racetrack and its affiliated off-track wagering facilities of $6.4 million ($0.08 per diluted share).

(3)          In the three months ended September 30, 2005, the Company recorded $19.1 million of pre-tax expenses ($12.3 million, or $0.14 per diluted share, after-tax) related to the impact of Hurricane Katrina on two gulf coast properties.

(4)          All per share results have been adjusted to reflect the March 2005 two-for-one stock split.

(5)          Adjusted diluted earnings per share are diluted earnings per share without the after-tax effect of the gain related to discontinued operations and the hurricane expenses.

Commenting on the results, Peter M. Carlino, Chief Executive Officer of Penn National said, “We entered the third quarter focused on moving forward our plans for growth and expansion.  While we were successful in this effort, responding to the impact of Hurricane Katrina on our gulf coast employees and properties became our immediate priority.   In the wake of the storm, we quickly launched efforts to locate and provide assistance to our nearly 2,000 employees and their families who were affected by this natural disaster.  I am extremely proud of the results Penn National employees achieved on this front.  Through their tireless efforts and generosity we were able to address the immediate needs — such as financial aid, food, clothing, counseling and job placement assistance — of those affected.

“Fortunately, with a broad portfolio of regionally diversified properties, despite Hurricane Katrina, Penn National generated record third quarter net revenues, EBITDA and adjusted diluted EPS.  Penn National’s Baton Rouge property delivered particularly strong third quarter results as property management and employees accommodated increased traffic in the aftermath of the hurricane.  In addition, Charles Town, Hollywood Casino-Aurora and the Casino Rama Management contract each posted double digit percentage increases in EBITDA compared to the same period last year.

“Near the close of the quarter, Penn National secured the final regulatory approvals required to complete its acquisition of Argosy Gaming Company and completed the acquisition on the first business day of the fourth quarter.  While we would have preferred to have secured regulatory approvals without divesting any properties, we remain enthusiastic about the financial and strategic benefits of completing this acquisition.  Taking into account the potential sale of two Illinois

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properties and the recently completed sale of Argosy Casino-Baton Rouge, this accretive transaction further diversifies the Company’s regional operating base as well as its sources of revenue and cash flow and brings two additional growth opportunities to the three expansion initiatives already being pursued by Penn National.

“Penn has established an outstanding, multi-year, multi-jurisdictional visible pipeline of growth opportunities.  These projects, outlined below, adhere to our return on investment criteria as well as our preference to invest in lower-penetrated, higher growth markets.”

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Mr. Carlino concluded, “Provided we don’t identify additional accretive development or expansion projects and factoring in prudent maintenance cap-ex spending, Penn National plans to be in a position to generate prodigious amounts of free cash flow in early 2007, which can be applied to debt reduction.  As such, and despite the impact of the hurricane, we remain extremely confident in our ability to continue delivering financial growth in upcoming periods as well as longer-term.  We are initiating 2005 fourth quarter guidance today based on our existing continuing operations.”

Update on Hurricane Katrina Insurance Recovery and Financial Impact

On August 28, 2005 Penn National closed Casino Magic - Bay St. Louis, in Bay St. Louis, Mississippi, Boomtown Biloxi casino in Biloxi, Mississippi and Casino Rouge in Baton Rouge, Louisiana in anticipation of Hurricane Katrina.  Casino Rouge subsequently reopened on August 30; however, Casino Magic - Bay St. Louis and Boomtown Biloxi sustained extensive damage during the hurricane and remain closed.

In the quarter ended September 30, 2005, Penn National Gaming recorded $19.1 million of expense related to the hurricane.  This amount was comprised of $9.5 million of property damage insurance deductibles, $4.1 million related to the company’s decision to maintain payroll and benefits for affected employees beyond the period covered by insurance, $0.7 million for the five-day deductible related to the business interruption insurance, $3.6 million for replacement flood insurance, $1.0 million for the Company’s donation to the Penn National Gaming Foundation and its Hurricane Katrina Relief Project, and $0.2 million for professional fees related to pursuing insurance recoveries.

The Company is working closely with its insurance carriers and claims adjustors to ascertain the full amount of insurance proceeds due to Penn National as a result of the damages and losses suffered in the hurricane.  Based on current estimates, the insurance proceeds are expected to equal or exceed the costs of returning the properties to operation.  Further, the Company expects to receive insurance payments at least equal to the book value of the damaged assets and does not expect to record an impairment charge related to these assets.

Financial Guidance

The following table sets forth current guidance targets for continuing operations (e.g. excluding Hollywood Casino — Shreveport, Pocono Downs Racetrack and its affiliated off-track wagering facilities and Argosy Casino-Baton Rouge) for the fourth quarter 2005 and updated full year 2005 guidance based on the following:

•                  Casino Magic - Bay St. Louis and Boomtown Biloxi remain closed throughout the fourth quarter of 2005 and will have no impact on reported EBIDTA;

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•                  Although Penn National Gaming will receive insurance proceeds resulting from the hurricane damage incurred at Casino Magic - Bay St. Louis and Boomtown Biloxi, the Company can not presently predict the amount or the timing of such payments and as such these proceeds are excluded from guidance;

•                  The results of the five recently acquired Argosy Gaming properties will be included in continuing operations as the accounting standards for treating properties as “assets held for sale” will not be met in the fourth quarter of 2005;

•                  The opening of Hollywood Slots-Bangor in early November 2005;

•                  The company will take a $1.4M charge for early extinguishment of debt related to the termination of the Company’s previous senior credit facility which was replaced by the financing used to fund the Argosy Gaming Company acquisition;

•                  Includes $960 million in LIBOR swaps at a blended rate of 4.71%;

•                  Assumes the LIBOR spread on the Company’s new $1.65 billion Senior Credit Term B facility will step down to 175bps from 200 bps in November based on the terms of its credit facility;

•                  The Company will take a 2005 fourth quarter non-cash pre-tax charge of $4.3 million relative to pre-construction activities at Penn National Race Course.  The after tax effect of the charge is expected to approximate $2.7 million, or $0.03 per diluted share;

•                  Anticipated results do not include any charges for future or prior stock option grants, although it is expected that the Company will incur such charges, when the Company adopts FASB 123R in the first quarter of 2006;

•                  The Company will have approximately 86.4 million diluted shares outstanding as of December 31, 2005;

•                  The reported net proceeds from the recently completed sale of Argosy Casino-Baton Rouge reflect taxes and transaction costs; therefore, the financial guidance does not include an impact or benefit from this transaction;

•                  The effective tax rate for federal, state and local income taxes for the fourth quarter 2005 and full year 2005 will be 39.0% and 37.1%, respectively; 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 the Company’s results of operations.

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(1)          EBITDA is income from operations excluding charges for depreciation and amortization, hurricane expenses 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.

(2)          Adjusted diluted earnings per share is diluted earnings per share from continuing operations excluding the after-tax effect of the gain/loss related to discontinued operations (Q4 ‘04A, FY ‘05E and FY ‘04A) and the hurricane expenses (Q4 ‘05E and FY ‘05E), the loss on early extinguishment of debt (Q4 ‘05E FY ‘05E and FY ‘04A) and Charles Town insurance recovery and Casino Rama reversal (Q4 ‘04A and FY ‘04A).

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PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

Property Information - Continuing Operations

(In thousands) (unaudited)

(1)          EBITDA is income from operations excluding charges for depreciation and amortization, hurricane expenses 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.

(2)          Revenue and EBITDA for the three and nine month periods ended September 30, 2005 reflect the operation of Casino Magic - Bay St. Louis and Boomtown Biloxi through August 28, 2005 at which time the properties closed.

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Reconciliation of EBITDA to Net Income (GAAP)

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Reconciliation of Income From Operations (GAAP) To EBITDA

PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

Property Information Including Corporate Overhead

(In thousands) (unaudited)

Three Months Ended September 30, 2005

(1)          Income from continuing operations and EBITDA for the three month period ended September 30, 2005 reflects the operation of Casino Magic - Bay St. Louis and Boomtown Biloxi through August 28, 2005 at which time the properties closed.  In the three months ended September 30, 2005 Penn National Gaming recorded non-recurring pre-tax charges of $12.3 million and $6.8 million for hurricane expenses related to Casino Magic - Bay St. Louis and Boomtown Biloxi, respectively.

PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

Property Information Including Corporate Overhead

(In thousands) (unaudited)

Three Months Ended September 30, 2004

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Reconciliation of Income From Operations (GAAP) To EBITDA

PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

Property Information Including Corporate Overhead

(In thousands) (unaudited)

Nine Months Ended September 30, 2005

(1)          In the nine months ended September 30, 2005 Penn National Gaming recorded a one-time pre-tax settlement charge of $28.2 million related to its Casino Rouge real estate purchase and legal settlement.

(2)          Income from continuing operations and EBITDA for the nine month period ended September 30, 2005 reflects the operation of Casino Magic - Bay St. Louis and Boomtown Biloxi through August 28, 2005 at which time the properties closed.  In the nine months ended September 30, 2005 Penn National Gaming recorded non-recurring pre-tax charges of $12.3 million and $6.8 million for hurricane expenses related to Casino Magic - Bay St. Louis and Boomtown Biloxi, respectively.

PENN NATIONAL GAMING, INC. AND SUBSIDIARIES

Property Information Including Corporate Overhead

(In thousands) (unaudited)

Nine Months Ended September 30, 2004

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PENN NATIONAL GAMING, INC. AND SUBSIDIARIES (unaudited)