<SUBMISSION>
<ACCESSION-NUMBER>0001179110-04-002147
<TYPE>3
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20040129
<FILING-DATE>20040202
<ISSUER>
<COMPANY-DATA>
<CONFORMED-NAME>PENN NATIONAL GAMING INC
<CIK>0000921738
<ASSIGNED-SIC>7990
<IRS-NUMBER>232234473
<STATE-OF-INCORPORATION>PA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<BUSINESS-ADDRESS>
<STREET1>825 BERKSHIRE BLVD STE 200
<STREET2>WYOMISSING PROFESSIONAL CENTER
<CITY>WYOMISSING
<STATE>PA
<ZIP>19610
<PHONE>6103732400
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>825 BERSHIRE BLVD
<STREET2>SUITE 200
<CITY>WYOMISSING
<STATE>PA
<ZIP>19610
</MAIL-ADDRESS>
</ISSUER>
<REPORTING-OWNER>
<OWNER-DATA>
<CONFORMED-NAME>SHATTUCK BARBARA Z
<CIK>0001013803
</OWNER-DATA>
<FILING-VALUES>
<FORM-TYPE>3
<ACT>34
<FILE-NUMBER>000-24206
<FILM-NUMBER>04558836
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>800 DELEWARE AVE
<STREET2>COMPUTER TASK GROUP INC
<CITY>BUFFALO
<STATE>NY
<ZIP>14209
<PHONE>7168877366
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>800 DELEWARE AVE
<STREET2>COMPUTER TASK GROUP INC
<CITY>BUFFALO
<STATE>NY
<ZIP>14209
</MAIL-ADDRESS>
</REPORTING-OWNER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>edgar.xml
<DESCRIPTION>FORM 3 -
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0201</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2004-01-29</periodOfReport>

    <noSecuritiesOwned>1</noSecuritiesOwned>

    <issuer>
        <issuerCik>0000921738</issuerCik>
        <issuerName>PENN NATIONAL GAMING INC</issuerName>
        <issuerTradingSymbol>PENN</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001013803</rptOwnerCik>
            <rptOwnerName>SHATTUCK BARBARA Z</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>825 BERKSHIRE BLVD SUITE 200</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>WYOMISSING</rptOwnerCity>
            <rptOwnerState>PA</rptOwnerState>
            <rptOwnerZipCode>19610</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle></officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable></nonDerivativeTable>

    <derivativeTable></derivativeTable>

    <footnotes></footnotes>

    <ownerSignature>
        <signatureName>/s/Robert S Ippolito as attorney-in-fact for Barbara Z Shattuck</signatureName>
        <signatureDate>2004-02-02</signatureDate>
    </ownerSignature>
</ownershipDocument>

</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>3
<FILENAME>ex24bzs.txt
<DESCRIPTION>POWER OF ATTORNEY- BARBARA SHATTUCK
<TEXT>
POWER OF ATTORNEY

For Executing Forms, 3, 4 and 5
      Know all persons by these presents, that the undersigned
hereby constitutes and appoints William J. Clifford, Robert S.
Ippolito and Jordan B. Savitch, and each of them, his true and
lawful attorney-in-fact to:

(1) prepare and/or execute for and on behalf of the undersigned,
in the undersigned's capacity as an officer and/or director of
Penn National Gaming, Inc. (the "Company"), Forms 3, 4 and 5 to
report transactions in the Company's securities reportable by the
undersigned in accordance with the provisions of Section 16(a) of
the Securities Exchange Act of 1934, as amended, and the rules
promulgated thereunder; and

(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
preparation, execution and timely filing of any such Form 3, 4 or
5, and any amendment thereto, with the United States Securities
and Exchange Commission and any other authority, it being
understood that the documents executed by such attorney-in-fact
on behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in his discretion.

      The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform all and every act and
thing whatsoever, necessary and proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all
intents and purposes as such attorney-in-fact might or could do
if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted.  The
undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are
not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934, as amended.

      This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms,
3, 4 and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 29th day of January, 2004.
      						/s/ Barbara Z Shattuck
							Signature
      						Barbara Z Shattuck
							Print Name
PHL_A #1684602 v1	2

PHL_A #1684602 v1


</TEXT>
</DOCUMENT>
</SUBMISSION>
