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 *
CRAMER HAROLD
  2. Issuer Name and Ticker or Trading Symbol
PENN NATIONAL GAMING INC [PENN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
825 BERKSHIRE BLVD SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2013
(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
Common Stock (1) 10/01/2013   M   60,000 A $ 29.22 142,195 D  
Common Stock 10/01/2013   M   5,619 A $ 33.12 147,814 D  
Common Stock 10/01/2013   S   65,619 D $ 55.86 (2) 82,195 D  
Common Stock 10/02/2013   M   24,381 A $ 33.12 106,576 D  
Common Stock 10/02/2013   M   28,600 A $ 41.62 135,176 D  
Common Stock 10/02/2013   S   52,981 D $ 55.51 (3) 82,195 D  
Common Stock 10/03/2013   M   1,400 A $ 41.62 83,595 D  
Common Stock 10/03/2013   M   20,000 A $ 29.34 103,595 D  
Common Stock 10/03/2013   S   21,400 D $ 55.07 (4) 82,195 D  

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 Options (right to buy) $ 29.22 02/19/2013   M     60,000 01/06/2009(2) 01/06/2015(2) Common Stock 60,000 $ 0 0 D  
Non Qualified Stock Options (right to buy) $ 33.12 10/01/2013   M     5,619 01/12/2010 01/12/2016 Common Stock 5,619 $ 0 24,381 D  
Non Qualified Stock Options (right to buy) $ 33.12 10/02/2013   M     24,381 01/12/2010 01/02/2016 Common Stock 24,381 $ 0 0 D  
Non Qualified Stock Options (right to buy) $ 41.62 10/02/2013   M     28,600 01/02/2012 01/02/2017 Common Stock 28,600 $ 0 1,400 D  
Non Qualified Stock Options (right to buy) $ 41.62 10/03/2013   M     1,400 01/02/2012 01/02/2017 Common Stock 1,400 $ 0 0 D  
Non Qualified Stock Options (right to buy) $ 29.34 10/03/2013   M     20,000 08/08/2013 08/08/2015 Common Stock 20,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CRAMER HAROLD
825 BERKSHIRE BLVD SUITE 200
WYOMISSING, PA 19610
  X      

Signatures

 /s/Robert S. Ippolito as attorney-in-fact for Harold Cramer   10/03/2013
**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) These transactions on this form 4 were made pursuant to a stock trading plan, executed by Mr. Cramer on July 30, 2013, established pursuant to rule 10b5-1.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.13 to $56.13, inclusive. The reporting person undertakes to provide to Penn National Gaming, Inc., any security holder of Penn National Gaming, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnote to this Form 4.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.05 to $55.86, inclusive. The reporting person undertakes to provide to Penn National Gaming, Inc., any security holder of Penn National Gaming, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnote to this Form 4.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.87 to $55.30, inclusive. The reporting person undertakes to provide to Penn National Gaming, Inc., any security holder of Penn National Gaming, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in the footnote to this Form 4.

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