February 2, 2006

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 your January 27, 2006 response letter and have
the
following comments.  Where expanded or revised disclosure is
requested, you may comply with these comments in future filings.
If you disagree, we will consider your explanation as to why our
comments are inapplicable or a revision is unnecessary.  We also
ask
you to provide us with supplemental information so we may better
understand your disclosure.  Please be as detailed as necessary in
your explanation.  We look forward to working with you in these
respects and welcome any questions you may have about any aspects
of
our review.
* * * * * * * * * * * * * * * * * * * * * * *

Form 10-Q for the Quarterly Period Ended March 31, 2005

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

1. We have read your response to our prior comment 5 and we are
still
unclear as to whether the $5 contingent payment to Harrah`s should
have been treated as additional purchase price (i.e., resolution
of a
business value disagreement) or compensation for post-acquisition
services.  In this regard, supplementally provide us with a copy
of
the Joint Operating Agreement (the Agreement.  Also,
supplementally
tell us the services you received under the Agreement, your
payment
for the services received, whether the payment for services
received
was at market value, and the benefits (i.e., dollar amount of
profits, etc.) that Harrah`s received during the last nine months
of
operating the Binion`s Horseshoe Hotel and Casino under the
Agreement.  Further, tell us if the $5 million contingent payment
would have been automatically forfeited if Harrah`s terminated the
Agreement prior to its one year term.  In addition, we note that
Section 1.3 (a) (Additional Purchase Price) of the Purchase
Agreement
states, among other things, that you shall pay an amount equal to
$5
million if you terminate the Agreement prior to the end of its
term.
In this connection, supplementally tell us how the $5 million
contingent payment upon your termination of the Agreement prior to
the end of its term served to resolve differences in view between
you
and Harrah`s about the value of Binion`s supporting your
conclusion
that the contingent payment was, in substance, additional purchase
price.  See EITF No. 95-8, including "Factors involving other
agreements and issues" for guidance.  We may have further comments
after we review your response.

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

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.

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
??

??

??

??

Mr. John W. Bittner, Jr.
MTR Gaming Group, Inc.
February 2, 2006
Page 1