Exhibit 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
I,
Peter M. Carlino, certify that:
1. I have reviewed this
quarterly report on Form 10-Q of Penn National Gaming, Inc.;
2. Based on my knowledge, this
report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
3. Based on my knowledge, the
financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrants other
certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the registrant and have:
(a) designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) evaluated
the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(c) disclosed
in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the
registrants internal control over financial reporting; and
5. The registrants other
certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrants auditors and
the audit committee of registrants board of directors (or persons performing
the equivalent functions):
(a) all
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrants ability to record, process, summarize and
report financial information; and
(b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial
reporting.
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Date:
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August 9
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, 2004
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/s/ Peter
M. Carlino
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Peter M. Carlino
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Chairman and Chief
Executive Officer
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