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SEC FORM 3/A 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 		 
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1. Name and Address of Reporting Person*
EDENS WESLEY R
(Last) (First) (Middle)
C/O FORTRESS INVESTMENT GROUP LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
(Street)
NEW YORK NY 10105
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/30/2008 		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)
11/10/2008
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)
Common Stock 157,822(1)(2) I by PNG HOLDINGS LLC(2)(3)
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:
1. See Exhibit 99.1.
2. See Exhibit 99.1.
3. See Exhibit 99.1.
/s/ Wesley R. Edens 04/29/2009
** 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.
                                                                    Exhibit 99.1

                           Explanation of Responses:


(1)  On November 10, 2008, 9,750 shares of Series B Preferred Stock of Penn
     National Gaming, Inc. ("Penn") were reported on Form 3. At that time,
     157,822 shares of Penn common stock ("Common Stock") were inadvertently
     omitted and have been included in this amended Form 3.

(2)  Pursuant to the Stock Purchase Agreement, dated December 26, 2007, by and
     among PNG Holdings LLC ("PNG Holdings") and the sellers listed on Schedule
     I thereto, PNG Holdings acquired 202,336 shares of Common Stock. FIG PNG
     Holdings LLC ("FIG PNG Holdings") has an equity interest in 78% of PNG
     Holdings and by virtue of such interest has an equity interest in 157,822
     shares of Common Stock. FIG PNG Holdings is owned by Fortress Investment
     Fund V (Fund A) L.P., Fortress Investment Fund V (Fund D) L.P., Fortress
     Investment Fund V (Fund E) L.P., Fortress Investment Fund V (Coinvestment
     Fund A) L.P., Fortress Investment Fund V (Coinvestment Fund D) L.P.,
     (collectively, "Fund V ADE Funds"), and Fortress Investment Fund V (Fund B)
     L.P., Fortress Investment Fund V (Fund C) L.P., Fortress Investment Fund V
     (Fund F) L.P., Fortress Investment Fund V (Coinvestment Fund B) L.P.,
     Fortress Investment Fund V (Coinvestment Fund C) L.P., Fortress Investment
     Fund V (Coinvestment Fund F) L.P., (collectively, "Fund V BCF Funds").
     Fortress Fund V GP L.P. is the general partner of each of the Fund V ADE
     Funds, and the general partner of Fortress Fund V GP L.P. is Fortress Fund
     V GP Holdings Ltd., which is wholly-owned by Fortress Operating Entity II
     LP ("FOE II"). Fortress Fund V GP (BCF) L.P. is the general partner of each
     of the Fund V BCF Funds, and the general partner of Fortress Fund V GP
     (BCF) L.P. is Fortress Fund V GP (BCF) Holdings Ltd., which is wholly-owned
     by Principal Holdings I LP. FIG LLC is the investment manager of Fund V ADE
     Funds and Fund V BCF Funds, and is wholly-owned by Fortress Operating
     Entity I LP ("FOE I"). FIG Corp. is the general partner of FOE I and FOE
     II. FIG Asset Co. LLC is the general partner of Principal Holdings I LP.
     Fortress Investment Group LLC ("Fortress") wholly owns each of FIG Corp.
     and FIG Asset Co. LLC. Wesley R. Edens owns approximately 18% of Fortress
     as of April 1, 2009.

(3)  By virtue of his indirect interest in PNG Holdings, Mr. Edens may be deemed
     to beneficially own the shares listed in this report as beneficially owned
     by PNG Holdings. Mr. Edens disclaims beneficial ownership of all reported
     shares except to the extent of his pecuniary interest therein and the
     inclusion of the shares in this report shall not be deemed to be an
     admission of beneficial ownership of all of the reported shares for
     purposes of Section 16 of the Securities Exchange Act of 1934, or
     otherwise.