Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
IPPOLITO ROBERT S
  2. Issuer Name and Ticker or Trading Symbol
PENN NATIONAL GAMING INC [PENN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Secretary/Treasurer
(Last)
(First)
(Middle)
825 BERKSHIRE BLVD SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2008
(Street)

WYOMISSING, PA 19610
4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option - right to buy $ 7.95 12/31/2008   D(1)     6,000 02/06/2007 02/06/2010 Common Stock 6,000 $ 0 0 D  
Non-Qualified Stock Option - right to buy $ 7.95 12/31/2008   A(1)   6,000   01/01/2010 12/31/2010 Common Stock 6,000 $ 0 6,000 D  
Non-Qualified Stock Option - right to buy $ 12.15 12/31/2008   D(2)     51,770 01/29/2008 01/29/2011 Common Stock 51,770 $ 0 0 D  
Non-Qualified Stock Option - right to buy $ 12.15 12/31/2008   A(2)   51,770   01/01/2012 12/31/2012 Common Stock 51,770 $ 0 51,770 D  
Incentive Stock Option - right to buy $ 29.22 12/31/2008   D(3)     3,422 01/06/2009 01/06/2012 Common Stock 3,422 $ 0 0 D  
Incentive Stock Option - right to buy $ 29.22 12/31/2008   A(3)   3,422   01/06/2009 01/06/2015 Common Stock 3,422 $ 0 3,422 D  
Non-Qualified Stock Option - right to buy $ 29.22 12/31/2008   D(4)     116,578 01/06/2009 01/06/2012 Common Stock 116,578 $ 0 0 D  
Non-Qualified Stock Option - right to buy $ 29.22 12/31/2008   A(4)   116,578   01/06/2009 01/06/2015 Common Stock 116,578 $ 0 116,578 D  
Incentive Stock Option - right to buy $ 33.12 12/31/2008   D(5)     3,019 01/12/2010 01/12/2013 Common Stock 3,019 $ 0 0 D  
Incentive Stock Option - right to buy $ 33.12 12/31/2008   A(5)   3,019   01/12/2010 01/12/2016 Common Stock 3,019 $ 0 3,019 D  
Non-Qualified Stock Option - right to buy $ 33.12 12/31/2008   D(6)     56,981 01/12/2007(6) 01/12/2013 Common Stock 56,981 $ 0 0 D  
Non-Qualified Stock Option - right to buy $ 33.12 12/31/2008   A(6)   56,981   01/12/2007(6) 01/12/2016 Common Stock 56,981 $ 0 56,981 D  
Incentive Stock Option - right to buy $ 41.62 12/31/2008   D(7)     2,402 01/02/2011 01/02/2014 Common Stock 2,402 $ 0 0 D  
Incentive Stock Option - right to buy $ 41.62 12/31/2008   A(7)   2,402   01/02/2011 01/02/2017 Common Stock 2,402 $ 0 2,402 D  
Non-Qualified Stock Option - right to buy $ 41.62 12/31/2008   D(8)     37,598 01/02/2008(8) 01/02/2014 Common Stock 37,598 $ 0 0 D  
Non-Qualified Stock Option - right to buy $ 41.62 12/31/2008   A(8)   37,598   01/02/2008(8) 01/02/2017 Common Stock 37,598 $ 0 37,598 D  
Incentive Stock Option - right to buy $ 29.87 12/31/2008   D(9)     3,347 07/08/2012 07/08/2015 Common Stock 3,347 $ 0 0 D  
Incentive Stock Option - right to buy $ 29.87 12/31/2008   A(9)   3,347   07/08/2012 07/08/2018 Common Stock 3,347 $ 0 3,347 D  
Non-Qualified Stock Option - right to buy $ 29.87 12/31/2008   D(10)     36,653 07/08/2009(10) 07/08/2015 Common Stock 36,653 $ 0 0 D  
Non-Qualified Stock Option - right to buy $ 29.87 12/31/2008   A(10)   36,653   07/08/2009(10) 07/08/2018 Common Stock 36,653 $ 0 36,653 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
IPPOLITO ROBERT S
825 BERKSHIRE BLVD SUITE 200
WYOMISSING, PA 19610
      VP, Secretary/Treasurer  

Signatures

 /s/Robert S Ippolito   01/15/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) The two reported transactions involve an amendment of an outstanding option to extend the expiration date of such option. For purposes of Section 16 reporting, the amendment of the outstanding option constitutes a deemed cancellation of an "old" option and the grant of a "new" replacement option. The option was originally granted on 02/06/2003.
(2) The two reported transactions involve an amendment of an outstanding option to extend the expiration date of such option. For purposes of Section 16 reporting, the amendment of the outstanding option constitutes a deemed cancellation of an "old" option and the grant of a "new" replacement option. The option was originally granted on 01/29/2004.
(3) The two reported transactions involve an amendment of an outstanding option to extend the expiration date of such option. For purposes of Section 16 reporting, the amendment of the outstanding option constitutes a deemed cancellation of an "old" option and the grant of a "new" replacement option. The option was originally granted on 01/06/2005.
(4) The two reported transactions involve an amendment of an outstanding option to extend the expiration date of such option. For purposes of Section 16 reporting, the amendment of the outstanding option constitutes a deemed cancellation of an "old" option and the grant of a "new" replacement option. The option was originally granted on 01/06/2005.
(5) The two reported transactions involve an amendment of an outstanding option to extend the expiration date of such option. For purposes of Section 16 reporting, the amendment of the outstanding option constitutes a deemed cancellation of an "old" option and the grant of a "new" replacement option. The option was originally granted on 01/12/2006.
(6) The two reported transactions involve an amendment of an outstanding option to extend the expiration date of such option. For purposes of Section 16 reporting, the amendment of the outstanding option constitutes a deemed cancellation of an "old" option and the grant of a "new" replacement option. The option was originally granted on 01/12/2006 and vests in installments over 4 years on the anniversary of the date of grant.
(7) The two reported transactions involve an amendment of an outstanding option to extend the expiration date of such option. For purposes of Section 16 reporting, the amendment of the outstanding option constitutes a deemed cancellation of an "old" option and the grant of a "new" replacement option. The option was originally granted on 01/02/2007.
(8) The two reported transactions involve an amendment of an outstanding option to extend the expiration date of such option. For purposes of Section 16 reporting, the amendment of the outstanding option constitutes a deemed cancellation of an "old" option and the grant of a "new" replacement option. The option was originally granted on 01/02/2007 and vests in installments over 4 years on the anniversary of the date of grant.
(9) The two reported transactions involve an amendment of an outstanding option to extend the expiration date of such option. For purposes of Section 16 reporting, the amendment of the outstanding option constitutes a deemed cancellation of an "old" option and the grant of a "new" replacement option. The option was originally granted on 07/08/2008.
(10) The two reported transactions involve an amendment of an outstanding option to extend the expiration date of such option. For purposes of Section 16 reporting, the amendment of the outstanding option constitutes a deemed cancellation of an "old" option and the grant of a "new" replacement option. The option was originally granted on 07/08/2008 and vests in installments over 4 years on the anniversary of the date of grant.

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