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 – November 12, 2008

(Date of earliest event reported)

PENN NATIONAL GAMING, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	0-24206	23-2234473
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification
		Number)

825 Berkshire Blvd., Suite 200, Wyomissing,		PA 19610
(Address of principal executive offices)		(Zip Code)

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 240.14a-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 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 12, 2008, the Board of Directors of Penn National Gaming, Inc. (the “Company”) approved an amendment to Section 5.02(a) of the Company’s Second Amended and Restated Bylaws to expand the definition of “Executive Officers” to include “such other officers as may be designated from time to time by the board of directors.” The expanded definition provides the Board of Directors with the flexibility to designate “Executive Officers” to comply with the U.S. securities laws or as the Board of Directors otherwise deems appropriate.

A copy of the Second Amended and Restated Bylaws of the Company, as amended, is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

3.1		Second Amended and Restated Bylaws of Penn National Gaming, Inc., as amended, effective as of November 12, 2008.

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.

Dated: November 18, 2008	PENN NATIONAL GAMING, INC.


	By:	/s/ Robert S. Ippolito
		Robert S. Ippolito
		Vice President, Secretary and Treasurer

EXHIBIT INDEX

Exhibit No.		Description

3.1		Second Amended and Restated Bylaws of Penn National Gaming, Inc., as amended, effective as of November 12, 2008.