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

                                  SCHEDULE 13G/A
                    Under the Securities Exchange Act of 1934
                                Amendment No. 2



                          Penn National Gaming Inc.
            ------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
            ------------------------------------------------------
                         (Title of Class of Securities)

                                    707569109
            ------------------------------------------------------
                                 (CUSIP Number)


                                March 31, 2000
             ------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this
Schedule is filed:

     | x |      Rule 13d-1(b)

     |   |      Rule 13d-1(c)

     |   |      Rule 13d-1(d)

*The  remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any  subsequent amendment containing information which
would  alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).


                        (Continued on following page(s))

                                Page 1 of 9 Pages

CUSIP NO. 707569109 13G/A PAGE 2 OF 9 PAGES 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Friedman, Billings, Ramsey Group, Inc. 54-1837743 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Virginia 5 SOLE VOTING POWER 200,000 NUMBER OF 6 SHARED VOTING POWER SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 200,000 WITH 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.34% 12 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP NO. 707569109 13G/A PAGE 3 OF 9 PAGES 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Eric F. Billings 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER 0 NUMBER OF 6 SHARED VOTING POWER SHARES 200,000 BENEFICIALLY OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 200,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.34% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP NO. 707569109 13G/A PAGE 4 OF 9 PAGES 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Emanuel J. Friedman 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER 0 NUMBER OF 6 SHARED VOTING POWER SHARES 200,000 BENEFICIALLY OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 200,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.34% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT!

CUSIP NO. 707569109 13G/A PAGE 5 OF 9 PAGES 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON W. Russell Ramsey 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States 5 SOLE VOTING POWER 0 NUMBER OF 6 SHARED VOTING POWER SHARES 200,000 BENEFICIALLY OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 200,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.34% 12 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT!

Item 1. (a). Name of Issuer: Penn National Gaming, Inc. (b). Address of Issuer's Principal Executive Offices: 825 Berkshire Blvd., Suite 200 Wyomissing, PA 19610 Item 2. (a). Name of Person Filing: Friedman, Billings, Ramsey Group, Inc. (b). Address of Principal Business Office or, if none, Residence: 1001 19th Street North Arlington, VA 22209-1710 Page 6 of 9 Pages

Item 2. (c). Citizenship: Virginia (d). Title of Class of Securities: Common Stock (e). CUSIP Number: 707569109 Item 3. If this statement is filed pursuant to sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c.); (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.80a-8); (e) [ ] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii) (F); (g) [X] A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii) (G); (h) [ ] A savings associations as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with section 240.13d-1 (b)(1) (ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a). Amount beneficially owned: 200,000. (b). Percent of class: 1.34%. (c). Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 200,000. (ii) Shared power to vote or to direct the vote 0. (iii) Sole power to dispose or to direct the disposition of 200,000. (iv) Shared power to dispose or to direct the disposition of 0. Page 7 of 9 Pages

Item 5. Ownership of Five Percent or Less of a Class: Yes. Item 6. Ownership of More Than Five Percent on Behalf of Another Person: Not Applicable. Item 7. Identification and Classification of Subsidiaries which Acquired the Security Being Reported on by the Parent Holding Company: Friedman Billings Ramsey & Co., Inc. 3(a) FBR Fund Advisers, Inc. 3(e) Item 8. Identification and Classification of Members of the Group: Not Applicable. Page 8 of 9 Pages

Item 9. Notice of Dissolution of Group: Not Applicable Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. In accordance with Rule 13d-4 of the Securities Exchange Act of 1934, each of the persons filing this statement expressly disclaims the beneficial ownership of the securities covered by this statement and the filing of this report shall not be construed as an admission by such persons that they are the beneficial owners of such securities. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. Dated: April 10, 2000 By: /s/ EMANUEL J. FRIEDMAN --------------------------------- Name: Emanuel J. Friedman Title: Chairman Dated: April 10, 2000 /s/ ERIC F. BILLINGS ---------------------------------- Eric F. Billings Dated: April 10, 2000 /s/ EMANUEL J. FRIEDMAN ---------------------------------- Emanuel J. Friedman Dated: April 10, 2000 /s/ W. RUSSELL RAMSEY ---------------------------------- W. Russell Ramsey Page 9 of 9 Pages




EXHIBIT 1

      JOINT FILING AGREEMENT AMONG FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.,
         ERIC F. BILLINGS, EMANUEL J. FRIEDMAN AND W. RUSSELL RAMSEY

     WHEREAS, in accordance with Rule 13d-1(k) under the Securities and
Exchange Act of 1934 (the "Act"),  only one joint  statement and any
amendments  thereto need to be filed whenever one or more persons are
required to file  such a statement or any amendments thereto pursuant to
Section 13(d)of the Act with respect to the same securities, provided that
said persons agree in writing that such statement or amendments thereto is
filed on behalf of each of them;

     NOW, THEREFORE, the parties hereto agree as follows:

     FRIEDMAN,  BILLINGS, RAMSEY GROUP, INC., ERIC F. BILLINGS,  EMANUEL J.
FRIEDMAN AND W. RUSSELL RAMSEY hereby  agree,  in  accordance  with  Rule
13d-1(k)  under  the Act,  to file a statement  on Schedule  13G  relating
to their ownership of Common Stock of the Issuer and do hereby further
agree that said statement shall be filed on behalf of each of them.

                                         FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.


Dated:   April 10, 2000               By: /s/ EMANUEL J. FRIEDMAN
                                         ---------------------------------
                                         Name:  Emanuel J. Friedman
                                         Title: Chairman




Dated:   April 10, 2000               /s/ ERIC F. BILLINGS
                                        ----------------------------------
                                             Eric F. Billings




Dated:   April 10, 2000               /s/ EMANUEL J. FRIEDMAN
                                        ----------------------------------
                                             Emanuel J. Friedman




Dated:   April 10, 2000               /s/ W. RUSSELL RAMSEY
                                        ----------------------------------
                                             W. Russell Ramsey

Item 9. Notice of Dissolution of Group: Not Applicable Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. In accordance with Rule 13d-4 of the Securities Exchange Act of 1934, each of the persons filing this statement expressly disclaims the beneficial ownership of the securities covered by this statement and the filing of this report shall not be construed as an admission by such persons that they are the beneficial owners of such securities. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. FRIEDMAN, BILLINGS, RAMSEY GROUP, INC. Dated: April 10, 2000 By: --------------------------------- Name: Emanuel J. Friedman Title: Chairman Dated: April 10, 2000 ---------------------------------- Eric F. Billings Dated: April 10, 2000 ---------------------------------- Emanuel J. Friedman Dated: April 10, 2000 ---------------------------------- W. Russell Ramsey Original Signature Page




EXHIBIT 1 - Original Signature Page

      JOINT FILING AGREEMENT AMONG FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.,
           ERIC F. BILLINGS, EMANUEL J. FRIEDMAN AND W. RUSSELL RAMSEY

     WHEREAS, in accordance with Rule 13d-1(k) under the Securities and
Exchange Act of 1934 (the "Act"),  only one joint  statement and any
amendments  thereto need to be filed whenever one or more persons are
required to file  such a statement or any amendments thereto pursuant to
Section 13(d)of the Act with respect to the same securities, provided that
said persons agree in writing that such statement or amendments thereto is
filed on behalf of each of them;

     NOW, THEREFORE, the parties hereto agree as follows:

     FRIEDMAN,  BILLINGS, RAMSEY GROUP, INC., ERIC F. BILLINGS,  EMANUEL J.
FRIEDMAN AND W. RUSSELL RAMSEY hereby  agree,  in  accordance  with  Rule
13d-1(k)  under  the Act,  to file a statement  on Schedule  13G  relating
to their ownership of Common Stock of the Issuer and do hereby further
agree that said statement shall be filed on behalf of each of them.

                                        FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.


Dated:   April 10, 2000               By:



                                         ---------------------------------
                                         Name:  Emanuel J. Friedman
                                         Title: Chairman




Dated:   April 10, 2000
                                        ----------------------------------
                                             Eric F. Billings




Dated:   April 10, 2000
                                        ----------------------------------
                                             Emanuel J. Friedman




Dated:   April 10, 2000
                                        ----------------------------------
                                             W. Russell Ramsey