SEC FORM 3 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*
Burke Desiree A.

(Last) (First) (Middle)
825 BERKSHIRE BLVD, SUITE 200

(Street)
WYOMISSING PA 19610

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2009
3. Issuer Name and Ticker or Trading Symbol
PENN NATIONAL GAMING INC [ PENN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
V. P. and Chief Accounting Off
5. 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 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 10,000 D
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
Incentive Stock Options (right to buy) 11/14/2009 11/14/2015 Common Stock 12,944 30.9 D
Non-Qualified Stock Options (right to buy) 11/14/2009 11/14/2015 Common Stock 7,056 30.9 D
Incentive Stock Options (right to buy( 01/12/2010 01/12/2016 Common Stock 3,019 33.12 D
Non-Qualified Stock Options (right to buy) 01/12/2007(1) 01/12/2016 Common Stock 11,981 33.12 D
Incentive Stock Options (right to buy) 01/02/2011 01/02/2017 Common Stock 2,402 41.62 D
Non-Qualified Stock Options (right to buy) 01/02/2008(1) 01/02/2017 Common Stock 22,598 41.62 D
Incentive Stock Options (right to buy) 07/08/2012 07/08/2018 Common Stock 3,347 29.87 D
Non-Qualified Stock Options (right to buy) 07/08/2009(1) 07/08/2018 Common Stock 21,653 29.87 D
Non-Qualified Stock Options (right to buy) 01/02/2010(1) 01/01/2016 Common Stock 25,000 21.38 D
Explanation of Responses:
1. Vesting over 4 years at 25% a year on the anniversary of the date of grant.
/s/Robert S. Ippolito as attorney-in-fact for Desiree A. Burke 12/01/2009
** 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.
POWER OF ATTORNEY
For Executing Forms, 3, 4 and 5

     Know all persons by these presents, that the
undersigned hereby constitutes and appoints William
J. Clifford, Robert S. Ippolito and Jordan B.
Savitch, and each of them, her true and lawful
attorney-in-fact to:

 (1) prepare and/or execute for and on behalf of the
     undersigned, in the undersigned's capacity as an
     officer and/or director of Penn National Gaming,
     Inc. (the "Company"), Forms 3, 4 and 5 to report
     transactions in the Company's securities reportable
     by the undersigned 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 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 undersigned
     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 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 acknowledges 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
undersigned'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 undersigned is no longer
required to file Forms, 3, 4 and 5 with respect to
the undersigned'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 has caused this
Power of Attorney to be executed as of this 1st day
of December, 2009.
						/s/ Desiree A. Burke
			                 Signature

                                  Desiree A. Burke
		                       Print Name
	2