SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Carlino Family Trust (Last) (First) (Middle) 875 BERKSHIRE BLVD, SUITE 102 (Street) WYOMISSING PA 19610 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PENN NATIONAL GAMING INC [ PENN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/21/2008
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/21/2008		J		648,266	D	$0	8,872,838	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	Robert S. Ippolito as Attorney-in-fact for Peter M. Carlino, Trustee	08/25/2008
	** 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 4 (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,
each hereby constitutes and appoints William J. Clifford, Robert
S. Ippolito and Jordan B. Savitch, and each of them, their true
and lawful attorney-in-fact to:

(1) prepare and/or execute for and on behalf of any and each of
them, in each person's capacity as a Trustee of the Carlino
Family Trust (the "Trust"), Forms 3, 4 and 5 to report
transactions in the securities of Penn National Gaming, Inc. (the
"Company") reportable by the Trust 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, and any and each of them, 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 Trust 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 each 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 acknowledge 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 Trust'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 Trust is no longer required to file Forms 3, 4
and 5 with respect to the Trust'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 have caused this Power of
Attorney to be executed as of the 24th day of July, 2008.


/s/ Peter D. Carlino
Peter D. Carlino, Trustee




/s/ Peter M. Carlino
Peter M. Carlino, Trustee



/s/ David E. Carlino
David E. Carlino, Trustee




/s/ Richard J. Carlino
Richard J. Carlino, Trustee



/s/ Harold Cramer
Harold Cramer, Trustee

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