August 12, 2019

William Fair
Executive Vice President Finance and Chief Financial Officer
PENN NATIONAL GAMING INC
825 Berkshire Blvd., Suite 200
Wyomissing, Pennsylvania 19610

       Re: PENN NATIONAL GAMING INC
           Form 10-K for the year ended December 31, 2018
           Filed February 28, 2019
           Form 10-Q for the quarter ended March 31, 2019
           Filed May 8, 2019
           File No. 000-24206

Dear Mr. Fair:

        We have reviewed your July 29, 2019 response to our comment letter and
have the
following comment. In our comment, we may ask you to provide us with
information so we may
better understand your disclosure.

       Please respond to this comment within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this comment, we may have additional
comments. Unless we note otherwise, our references to prior comments are to
comments in our
July 22, 2019 letter.

Form 10-Q for the quarterly period ended March 31, 2019

Non-GAAP Financial Measures, page 38

1.    We have reviewed your response to comment 1.
        We continue to be unclear how you determined it was appropriate to
exclude rent
        expense, which is a normal, recurring cash operating expense necessary
to operate
        your business, from Net Income to arrive at Adjusted EBITDAR. Please
revise future
        filings to remove this adjustment from your reconciliation. Refer to
Question 100.01
        of our Compliance & Disclosure Interpretations for Non-GAAP Financial
Measures.
        It appears that your measure of Adjusted EBITDA, after Lease Payments
reflects the
        entirety of your lease payments regardless of their characterization
under ASC Topic
 William Fair
PENN NATIONAL GAMING INC
August 12, 2019
Page 2
             842 (i.e. operating, finance, etc). Please explain to us how you
concluded the
             exclusion of this adjustment does not represent a tailored
accounting principle. Refer
             to Question 100.04 of our Compliance & Disclosure Interpretations
for Non-GAAP
             Financial Measures.
       You may contact Eric Mcphee at 202-551-3693 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters.



                                                              Sincerely,
FirstName LastNameWilliam Fair
                                                              Division of
Corporation Finance
Comapany NamePENN NATIONAL GAMING INC
                                                              Office of Real
Estate and
August 12, 2019 Page 2                                        Commodities
FirstName LastName