SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JACOBS RICHARD E

(Last)

(First)

(Middle)

25425 CENTER RIDGE ROAD

(Street)

CLEVELAND

44145

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MTR GAMING GROUP INC [ mntg ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2008

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
$.00001 par value common stock	10/01/2008		J⁽¹⁾		2,027,554⁽²⁾	D	$0⁽¹⁾	0	I	Trust
$.00001 par value common stock								2,063,699	I	Trust⁽³⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On October 1, 2008, Jacobs Investments, Inc. redeemed 994 of its Class A shares (38% of those then outstanding) and 180 of its Class B shares (50% of those then outstanding) which were then owned by the Richard E. Jacobs Revocable Living Trust, dated April 23, 1987. Both Jacobs Entertainment, Inc. and Gameco Holdings, Inc. are wholly owned subsidiaries of Jacobs Investments, Inc. As a result of that transaction, Richard E. Jacobs no longer is the beneficial owner of 813,618 shares of common stock of MTR Gaming Group, Inc. owned directly by Jacobs Entertainment, Inc. or the 1,213,936 shares of common stock of MTR Gaming Group, Inc. directly owned by Gameco Holdings, Inc. Each of Gameco Holdings, Inc. and Jacobs Entertainment, Inc. are companies with significant assets and operations separate from its ownership of MTR Gaming Group, Inc. stock.

2. Of the 2,027,554 shares, 813,618 shares are owned directly by Jacobs Entertainment, Inc. and 1,213,936 shares are owned directly by Gameco Holdings, Inc.

3. Owned through the Richard E. Jacobs Revocable Living Trust, dated April 23, 1987. Richard E. Jacobs is the settlor, trustee and sole beneficiary of the Richard E. Jacobs Revocable Living Trust, dated April 23, 1987.

	Emanuel J. Cotronakis, by power of attorney	10/15/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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