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—July 27, 2006
(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 5.02                     Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On July 27, 2006, Penn National Gaming, Inc. (the “Company”) announced that, by mutual agreement, Kevin DeSanctis, the Company’s President and Chief Operating Officer, will be departing from the Company by the end of 2006.  The Company has retained Heidrick & Struggles International, Inc. to assist in identifying a successor.  A copy of the press release announcing Mr. DeSanctis’ departure is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01                                             Financial Statements and Exhibits.

(d)           Exhibits.

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

FOR IMMEDIATE RELEASE

PENN NATIONAL GAMING PRESIDENT AND
CHIEF OPERATING OFFICER TO LEAVE COMPANY BY YEAR-END

—Kevin DeSanctis to Pursue New Gaming Industry Opportunities
Through Revel Entertainment—

—Heidrick & Struggles Retained to Commence Search for Successor—

Wyomissing, PA (July 27, 2006)—Penn National Gaming, Inc. (PENN: Nasdaq) announced today that by mutual agreement, the Company’s President and Chief Operating Officer, Kevin DeSanctis, will be leaving the Company by year-end 2006 to form Revel Entertainment.

Penn National Gaming has retained the executive search firm Heidrick & Struggles International, Inc. to assist the Company’s Board of Directors and senior management, including Mr. DeSanctis, in identifying a successor.

Commenting on the announcement, Peter M. Carlino, Chief Executive Officer of Penn National said, “We want to express our gratitude to Kevin for his contributions to Penn National over the past five years, thank him in advance for ensuring that this transition is managed seamlessly and efficiently, and wish him the best in his future endeavors.

“Penn National Gaming has a deep, capable team of operations, finance, marketing, project development and legal executives to manage the current properties and planned expansions.  In addition, our casinos are led by experienced, results-oriented gaming executives who serve as General Managers.  We are confident in the ability of these teams to ensure our ongoing success.”

Kevin DeSanctis added, “Penn National is an outstanding, fast growing gaming Company and I am proud to have contributed to the Company’s success during my tenure.  I look forward to working with Executive Vice President, Operations, Len DeAngelo, CFO, Bill Clifford and Penn National’s team to ensure a seamless transition.

“I intend to pursue gaming industry opportunities through Revel Entertainment.  I will be establishing this entity so I can invest directly as a principal shareholder and apply my 25 years of experience in managing and developing gaming properties.”

About Penn National Gaming
Penn National Gaming owns and operates casino and horse racing facilities with a focus on slot machine entertainment.  The Company presently operates sixteen facilities in thirteen jurisdictions including Colorado, Illinois, Indiana, Iowa, Louisiana, Maine, Mississippi, Missouri, New Jersey, Ohio, Pennsylvania, West Virginia, and Ontario.  In aggregate, Penn National’s facilities feature approximately 20,000 slot machines, nearly 400 table games, almost 1,200 hotel rooms and approximately 600,000 square feet of gaming floor space.  The property statistics in this paragraph exclude the Company’s Hollywood Casino—Bay St. Louis, in Bay St. Louis, Mississippi which is expected to re-open later this year following extensive damage incurred as a result of Hurricane Katrina.

In addition to historical facts or statements of current conditions, this press release contains forward-looking statements that involve risks and uncertainties within the meaning of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements reflect the Company’s current expectations and beliefs but are not guarantees of future performance.  As such actual results may vary materially from expectations.

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