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.

(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.