December 19, 2005

Mail Stop 3561

Via US Mail and Facsimile

Mr. John W. Bittner, Jr.
Chief Financial Officer
State Route 2, South
P.O. Box 356
Chester, West Virginia 26034

Re:	MTR Gaming Group, Inc.
	Form 10-K for the year ended December 31, 2004
	Forms 10-QSB for the periods ended September 30, 2005, June
30,
2005
      and March 31, 2005
	Commission file #: 000-20508

Dear Mr. Bittner:

We have reviewed the above referenced filing and have the
following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.
* * * * * * * * * * * * * * * * * * * * * * *

Form 10-K for the year ended December 31, 2004

Management`s Discussion & Analysis
- - Overview, page 31

1. We note that you refer to the non-GAAP financial measure,
EBITDA,
in your MD&A section, disclose that you consider EBITDA to be a
useful performance measure, and have included a reconciliation of
EBITDA to operating income (loss) in the MD&A section.  Please
revise
your presentation in future filings to reconcile EBITDA to net
income
(loss) rather than operating income (loss).  See questions 14 and
15
of SEC Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures, issued June 13, 2003.

Financial Statements

Statements of Cash Flows, page F-6

2. We note the presentation of the caption "deposits and other
assets" under cash flows from investing activities on your
statements
of cash flows.  Please tell us and revise future filings to
provide a
more detailed explanation of the nature of the transactions
included
in this line item and ensure that any material transactions are
presented as separate line items with relevant captions.

Notes to the Financial Statements

Note 1. General, page F-7

3. Please tell us, and include in Note 1 in future filings, how
you
have accounted for your 50% investment in North Metro Harness
Initiative, LLC.  If other than the equity method of accounting,
please explain to us your basis for your accounting treatment.

Note 4. Acquisitions

- - Acquisition of Binion`s Horseshoe Hotel and Casino, page F-20

4. We note that on March 11, 2004 you completed the acquisition of
Binion`s Horseshoe Hotel and Casino.  Please explain to us why you
did not file audited financial statements of the acquired business
and related pro forma financial statements pursuant to the
requirements set forth in Form 8-K.  If you do not believe that
the
acquisition met the materiality thresholds set forth in Rule 1-
02(w)
of Regulation S-X, please provide us with your analysis of the
significance as calculated under each of the three conditions.
Also,
see Rule 3-05 and Article 11 of Regulation S-X for guidance.  We
also
note your disclosure that you have not included pro forma
information
in the notes to the financial statements because you do not
believe
such information would be indicative of future operations,
particularly in light of the fact that you would not be operating
the
property for at least one year.  Supplementally, tell us why you
did
not provide disclosures pursuant to paragraphs 54 and 55 of SFAS
No.
141 giving effect to the fees you will received pursuant to the
Joint
Operating License Agreement with Harrahs.  Also, tell us the
impact
that the acquisition would have had on your income from continuing
operations and net income for both 2004 and 2003 had the
transaction
occurred at the beginning of each of these periods. We may have
further comments.

Form 10-Q for the quarter ended March 31, 2005

Financial Statements
Note 4 - Acquisitions
- - Acquisition of Binion`s Horseshoe Hotel and Casino, page 8

5. Reference is made to the contingent payment of $5 million that
is
payable, if, at the termination of the Joint Operating Agreement,
Harrah`s has achieved certain operational milestones.
Supplementally
tell us how you determined that it is appropriate to recognize the
$5
million contingent payment to Harrah`s as additional purchase
price
versus a period expense using the guidance set forth in EITF No.
95-
8.  Your response should also clearly explain how the contingent
consideration served to resolve differences in view between you
and
Harrah`s about the value of the business versus compensation for
post-acquisition services.  In view of your accrual of the $5
million
payment at June 30, 2005, supplementally tell us the nature of the
debit that was recorded.  We may have further comments upon review
of
your response.

Form 10-Q for the quarter ended June 30, 2005

Financial Statements
Consolidated Statements of Operations

6. We note that you classify the (loss) gain on disposal of
property
as non-operating (expense) income.  Please revise future filings
to
present the gain or loss on the disposal of long-lived assets as a
component of income or loss from operations.  See paragraph 45 of
SFAS No. 144.


* * * * * * * * * * * * * * * * * * * * * * *

As appropriate, please respond via EDGAR to these comments within
10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested supplemental information.
Please
understand that we may have additional comments after reviewing
your
responses to our comments.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

You may contact Claire Erlanger at 202-551-3301 or Katherine
Mathis
at 202-551-3383 if you have questions.

								Sincerely,



								Linda Cvrkel
								Branch Chief
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Mr. John W. Bittner, Jr.
MTR Gaming Group, Inc.
December 19, 2005
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