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—August 10, 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 7.01                   Regulation FD Disclosure.

During the second quarter of 2006, as a result of Penn National Gaming, Inc.’s (the “Company”) review of trends in interpreting accounting pronouncements and gaming industry practices for accounting for customer cash incentives, the Company reclassified cash redemption coupons to contra-revenue from operating expense.  The Company has prepared a table providing historical information about the Company’s net revenues, by property, as if cash redemption coupons had historically been treated as contra-revenue items.  The table is included as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 7.01 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01               Financial Statements and Exhibits.

(d)           Exhibits.

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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

Penn National Gaming, Inc.

Cash Redemption Coupon Reclassification

Net Revenues

Summary:

During the second quarter of 2006, as a result of Penn National Gaming, Inc’s review of trends in interpreting accounting pronouncements and gaming industry practices for accounting for customer cash incentives, Penn National Gaming, Inc. reclassified cash redemption coupons to contra-revenue from operating expense.

The reclassification had no effect on operating income, net income or earnings per share for any period.

The following table provides a historical look at Penn National Gaming, Inc.’s net revenues, by property, as if cash redemption coupons had historically been treated as contra-revenue items.  Although Penn National Gaming, Inc. did not own Argosy Gaming Company during the three month periods ended March 31, 2005, June 30, 2005 and September 30, 2005, the Argosy Gaming Company results by property for those periods, which were derived from Argosy Gaming Company’s historical filings with the Securities and Exchange Commission, are included in the table.

Penn National Gaming, Inc.

Cash Redemption Coupon Reclassification

Net Revenues

(in thousands)