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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Penn National Gaming
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01
- --------------------------------------------------------------------------------
(Title of Class of Securities)
707569109
- --------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2005
- -------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
- ----------
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of
the Act, however see the notes.
CUSIP No. 707569109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Akre Capital Management, LLC (54-1968332)
2. CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware/USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
7,055,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
7,055,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,055,000
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.46%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
________________________________________________________________________________
CUSIP No. 707569109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Charles T. Akre, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
7,055,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
7,055,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,055,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.46%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
________________________________________________________________________________
CUSIP No. 707569109
---------------------
Item 1(a). Name of Issuer:
Penn National Gaming
____________________________________________________________________
(b). Address of Issuer's Principal Executive Offices:
825 Berkshire Boulevard Suite 200
Wyomissing, Pennsylvania 19610
____________________________________________________________________
Item 2(a). Names of Persons Filing:
Akre Capital Management, LLC
Charles T. Akre, Jr.
____________________________________________________________________
(b). Address of Principal Business Office, or if None, Residence:
2 West Marshall Street
P.O. Box 998
Middleburg, Virginia 20118
____________________________________________________________________
(c). Citizenship:
Akre Capital Management, LLC
Delaware
Charles T. Akre, Jr.
United States
____________________________________________________________________
(d). Title of Class of Securities:
Common Stock, par value $0.01 (the "Common Stock")
____________________________________________________________________
(e). CUSIP Number:
707569109
____________________________________________________________________
Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b), or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act
(15 U.S.C. 78c).
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15
U.S.C. 78c).
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act (15 U.S.C. 78c).
(d) [_] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with
s.240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
s.240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C.1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the
issuer identified in Item 1.
(a) Amount beneficially owned:
Akre Capital Management, LLC
7,055,000
Charles T. Akre, Jr.
7,055,000
______________________________________________________________________
(b) Percent of class:
Akre Capital Management, LLC
8.46%
Charles T. Akre, Jr.
8.46%
______________________________________________________________________
(c) Number of shares as to which the person has:
Akre Capital Management, LLC
(i) Sole power to vote or to direct the vote 0
_______________________,
(ii) Shared power to vote or to direct the vote 7,055,000
_____________________,
(iii) Sole power to dispose or to direct the 0
disposition of _____________________,
(iv) Shared power to dispose or to direct the 7,055,000
disposition of _____________________.
Charles T. Akre, Jr.
(i) Sole power to vote or to direct the vote 0
_______________________,
(ii) Shared power to vote or to direct the vote 7,055,000
_____________________,
(iii) Sole power to dispose or to direct the 0
disposition of _____________________,
(iv) Shared power to dispose or to direct the 7,055,000
disposition of _____________________.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [ ].
Not applicable.
_______________________________________________________________________
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect
should be included in response to this item and, if such
interest relates to more than five percent of the class, such person
should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment
fund is not required.
Not Applicable.
_______________________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3 classification
of the relevant subsidiary. If a parent holding company or control
person has filed this schedule pursuant to Rule 13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
Not applicable.
_______________________________________________________________________
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to 240.13d-1(b)(1)(ii)(J)
so indicate under Item 3(j) and attach an exhibit stating the identity
and Item 3 classification of each member of the group.
If a group has filed this schedule pursuant to 240.13d-1(c)
or 240.13d-1(d), attach an exhibit stating the identity
of each member of the group.
Not applicable.
_______________________________________________________________________
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required,
by members of the group, in their individual capacity.
See Item 5.
Not applicable.
______________________________________________________________________
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: February 1, 2006
By:
/s/ Charles T. Akre, Jr.
Charles T. Akre, Jr.,
Managing Member
Akre Capital Management, LLC**
/s/ Charles T. Akre, Jr.
Charles T. Akre, Jr.**
** Each reporting person disclaims beneficial ownership in the Common Stock,
except to the extent of that reporting persons pecuniary interest therein.
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other
than an executive officer or general partner of the filing person,
evidence of the representative's authority to sign on behalf of
such person shall be filed with this statement, provided, however,
that a power of attorney, for this purpose which is already on file
with the Commission may be incorporated by reference. The name
and any title of each person who signs the statement shall be
typed or printed beneath his signature.
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits.
See s.240.13d-7 for other parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions
of fact constitute federal criminal
violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G dated December 5, 2005
relating to the Common Stock of Penn National Gaming
shall be filed on behalf of the undersigned.
By: /s/Charles T. Akre, Jr.
Charles T. Akre, Jr.,
Managing Member
Akre Capital Management, LLC
By: /s/ Charles T. Akre, Jr.
Charles T. Akre, Jr.
22045.0002 #623452