SCHEDULE 14A INFORMATION
INFORMATION REQUIRED IN PROXY STATEMENT

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant |X|

Filed by a Party other than the Registrant |_|

Check the appropriate box:

|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

MTR GAMING GROUP, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X| No fee required.

|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

|_| Fee paid previously with preliminary materials:

|_| Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

MTR GAMING GROUP, INC.
State Route 2
Chester, West Virginia 26034

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of
MTR Gaming Group, Inc. to be held on Thursday, July 31, 2003, at 10:00 a.m.
local time, in the convention center at the Company's corporate headquarters at
the Mountaineer Racetrack & Gaming Resort, State Route 2, Chester, West Virginia
26034.

The accompanying Notice of Annual Meeting and Proxy Statement describe the
business to be conducted at the meeting. There will be a brief report on the
current status of our business.

Whether or not you plan to attend the meeting in person, it is important
that your shares be represented and voted. After reading the Notice of Annual
Meeting and Proxy Statement, please complete, sign and date your proxy ballot,
and return it in the envelope provided.

On behalf of the Officers and Directors of MTR Gaming Group, Inc., I thank
you for your interest in the Company and hope that you will be able to attend
our Annual Meeting.

For The Board of Directors,

EDSON R. ARNEAULT
Chairman of the Board of
Directors and President

June 27, 2003

MTR GAMING GROUP, INC.
State Route 2
Chester, West Virginia 26034

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of MTR
Gaming Group, Inc. will be held on July 31, 2003, at 10:00 a.m. local time, at
the Company's corporate headquarters at the Mountaineer Racetrack & Gaming
Resort, State Route 2, Chester, West Virginia 26034 for the following purposes:

1. To elect six persons to serve as directors of the Corporation until
their successors are duly elected and qualified;

2. To ratify the selection of Ernst & Young LLP as the Corporation's
accountants and independent auditors; and

3. To transact such other business as may properly come before the
meeting.

Stockholders entitled to notice and to vote at the meeting will be
determined as of the close of business on June 25, 2003, the record date fixed
by the Board of Directors for such purposes.

By order of the Board of Directors
Rose Mary Williams, Secretary

June 27, 2003

Please sign the enclosed proxy and return it promptly in
the enclosed envelope. If mailed in the United States,
no postage required.

MTR GAMING GROUP, INC.
State Route 2
Chester, West Virginia 26034
(304) 387-8300

PROXY STATEMENT

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of MTR Gaming Group, Inc. (the "Company") for
use at the Annual Meeting of Stockholders to be held July 31, 2003.

A copy of the Company's report with financial statements for the year
ended December 31, 2002 is enclosed. This proxy statement and form of proxy were
first sent to stockholders on or about the date stated on the accompanying
Notice of Annual Meeting of Stockholders.

Only stockholders of record as of the close of business on June 25, 2003,
will be entitled to notice of and to vote at the meeting and any postponement or
adjournments thereof. As of that date, 27,948,135 shares of Common Stock of the
Company were issued and outstanding. Each share outstanding as of the record
date will be entitled to one vote, and stockholders may vote in person or by
proxy. Execution of a proxy will not in any way affect a stockholder's right to
attend the meeting and vote in person. Any stockholder giving a proxy has the
right to revoke it at any time before it is exercised by written notice to the
Secretary of the Company or by submission of another proxy bearing a later date.
In addition, stockholders attending the meeting may revoke their proxies at any
time before they are exercised.

If no contrary instructions are indicated, all properly executed proxies
returned in time to be cast at the meeting will be voted FOR: (i) the election
of the directors nominated herein, and (ii) the ratification of the selection of
the auditors. Members of the Company's management intend to vote their shares in
favor of each of the proposals. The holders of a majority of the shares of
Common Stock outstanding and entitled to vote at the Annual Meeting will
constitute a quorum for the transaction of business at the Annual Meeting.
Shares of Common Stock represented in person or by proxy (including shares which
abstain or do not vote with respect to one or more of the matters presented for
stockholder approval) will be counted for purposes of determining whether a
quorum is present at the Annual Meeting.

Stockholders will vote at the meeting by ballot and votes cast at the
meeting in person or by proxy will be tallied by the Company's transfer agent.
Shares held by stockholders present in person at the meeting who do not vote and
ballots marked "abstain" or "withheld" will be counted as present at the meeting
for quorum purposes, but will not be counted as part of the vote necessary to
approve the proposals for the election of directors or the confirmation of the
auditors.

The solicitation of proxies will be made primarily by mail. Proxies may
also be solicited personally and by telephone or telegraph by regular employees
of the Company, without any

additional remuneration. The cost of soliciting proxies will be borne by the
Company. The Company may also retain a proxy solicitation firm to solicit
proxies, in which case, the Company will pay the solicitation firm's fees. The
Company will also make arrangements with brokerage houses and other custodians,
nominees and fiduciaries to forward solicitation material to beneficial owners
of stock held of record by such persons, and the Company will reimburse such
persons for their reasonable out-of-pocket expenses in forwarding solicitation
material.

The Company knows of no other matter to be presented at the meeting. If
any other matter should be presented at the meeting upon which a vote properly
may be taken, then the persons named as proxies will use their own judgment in
voting shares represented by proxies.

ITEM 1

ELECTION OF DIRECTORS

The directors of the Company are currently elected annually and hold
office until the next annual meeting and until their successors have been
elected and have qualified. The Company's Board of Directors (the "Board") has
fixed the number of Directors at seven. However, the Board has nominated six
candidates for service, each of whom serves for a term of one year, or until
their successors are elected and qualify. Directors elected at this Annual
Meeting shall serve until the 2004 annual meeting or until their successors are
duly elected and qualified.

Unless you instruct otherwise or withhold authority to vote, the enclosed
proxy, if signed and returned, will be voted for the election of the nominees
listed below. If for any reason any nominee is unable to accept the nomination
or to serve as a director, an event not currently anticipated, the persons named
as proxies reserve the right to exercise their discretionary authority to
nominate someone else or to reduce the number of management nominees to such
extent as the persons named as proxies may deem advisable.

A plurality of the votes cast in person or by proxy of holders of Common
Stock is required to elect a director. Accordingly, abstentions and "broker
non-votes" will have no effect on the outcome of the election of directors
assuming a quorum is present or represented by proxy at the Annual Meeting. A
broker non-vote occurs if a broker or other nominee does not have discretionary
authority and has not received instructions with respect to a particular item.
Stockholders may not cumulate their votes in the election of directors.

Any stockholder submitting a proxy has the right to withhold authority to
vote for an individual nominee to the Board by writing that nominee's name in
the space provided on the proxy. Shares represented by all proxies received by
the Company and not marked to withhold authority to vote for any individual
director or for all directors will be voted FOR the election of all of the
nominees named below. Proxies cannot be voted for a greater number of persons
than the number of nominees named.

Nominees for Directors

The following persons have been nominated to serve as directors: Edson R.
Arneault, Robert A. Blatt, Donald J. Duffy, James V. Stanton, Thomas J. Brosig,
and L.C. Greenwood. Each of the nominees for director currently serves as a
director of the Company.

Edson R. Arneault, 56, has been a director of the Company since January
1992 and has served as the Company's President and Chief Executive Officer since
April 26, 1995. He is also an officer and director of the Company's
subsidiaries, Mountaineer Park, Inc., Speakeasy Gaming of Reno Inc. , Speakeasy
Gaming of Las Vegas, Inc., Presque Isle Downs, Inc., Racing Acquisition, Inc.,
ExCal Energy Corp., and Golden Palace Casinos, Inc. Mr. Arneault is also a
principal in numerous ventures directly or indirectly engaged in the
development, production and transportation of oil and gas. Since becoming the
President of the Company and Mountaineer Park, however, Mr. Arneault has devoted
virtually all his time and attention to the business of the Company. Mr.
Arneault is a certified public accountant, and has served as a tax partner with
Seidman and Seidman (now "BDO Seidman LLP"), a public accounting firm, in Grand
Rapids, Michigan, from 1977 to 1980. Mr. Arneault was employed as a certified
public accountant by Arthur Andersen in the tax department of its Cleveland
office from 1972 to 1976. Mr. Arneault is a member of the Independent Producers
Association of America, the Ohio Oil and Gas Association, the Michigan Oil and
Gas Association and the Michigan Association of Certified Public Accountants.
Mr. Arneault received his Bachelor of Science in Business Administration from
Bowling Green University in 1969, his Master of Arts from Wayne State University
in 1971, and his Masters in Business Administration from Cleveland State
University in 1978. Mr. Arneault also serves as a member of the Hospitality and
Tourism Management Board of Visitors of Robert Morris College in Pittsburgh,
Pennsylvania.

Robert A. Blatt, 62, has been a director of the Company since September
1995 and a Vice President since February 1999. Mr. Blatt is also a Director and
Assistant Secretary of Mountaineer Park, and Chairman of the Company's Finance
Committee. Mr. Blatt is the Chief Executive Officer and managing member of New
England National, L.L.C. ("NEN") and a member of the board of directors of AFP
Imaging Corporation. Since 1979 he has been chairman and majority owner of CRC
Group, Inc., and related entities, a developer, owner, and operator of shopping
centers and other commercial properties, and since 1985, a member (seat owner)
of the New York Stock Exchange, Inc. From 1959 through 1991, Mr. Blatt served as
director, officer or principal of numerous public and private enterprises. In
July 1999, certain creditors of CGE Shattuck, LLC ("CGE") filed an involuntary
bankruptcy petition against CGE in the United States Bankruptcy Court for the
District of New Hampshire (In Re: CGE Shattuck, LLC). Although Mr. Blatt reports
that he was no longer an executive with CGE at the time of the filing, he was
the Chief Executive Officer and Managing Member of CGE within the two-year
period prior to the commencement of that action, which is still pending. Mr.
Blatt informed the Company that CGE's inability to satisfy its obligations to
creditors in July 1999 resulted from a bank's wrongful refusal to release
certain residential land held as collateral by the bank. In August of 2002, NEN
filed a voluntary petition under Chapter 11 in the U.S. Bankruptcy Court for the
District of Connecticut. Mr. Blatt informed the Company that the filing was
necessitated by a court's upholding the imposition of real estate taxes at rates
applicable to golf courses (rather than vacant land) for periods prior to NEN's
acquisition or development of the property.

Mr. Blatt received his Bachelor of Science in Finance from the University of
Southern California in 1962 and his Juris Doctor from the University of
California at Los Angeles in 1965. He is a member of the State Bar of
California.

James V. Stanton, 71, has been a director of the Company since February
1998 and serves on the Company's Audit Committee and as Chairman of the
Company's Compliance Committee. Mr. Stanton has his own law and lobbying firm,
Stanton & Associates, in Washington, D.C. From 1971-1978, Mr. Stanton
represented the 20th Congressional District of Ohio in the United States House
of Representatives. While in Congress Mr. Stanton served on the Select Committee
on Intelligence, the Government Operations Committee, and the Public Works and
Transportation Committee. Mr. Stanton has held a wide variety of public service
positions, including service as the youngest City Council President in the
history of Cleveland, Ohio and membership on the Board of Regents of the
Catholic University of America in Washington, D.C. Mr. Stanton is also former
Executive Vice President of Delaware North, a privately held international
company which, during Mr. Stanton's tenure, had annual sales of over $1 billion
and became the leading parimutuel wagering company in the United States, with
worldwide operations including horse racing, harness racing, dog racing, and
Jai-Lai. Delaware North also owned the Boston Garden and the Boston Bruins
hockey team. From 1985-1994, Mr. Stanton was a principal and co-founder of
Western Entertainment Corporation, which pioneered one of the first Native
American Gaming operations in the United States, a 90,000 square foot bingo and
casino gaming operation located on the San Manuel Indian Reservation in
California, which generated annual revenues in excess of $50 million. Mr.
Stanton also serves on the Board of Directors of Lottery and Wagering Solutions,
Inc.

Donald J. Duffy, 35, has been a director of the Company since June 2001
and serves as Chairman of the Company's Compensation Committee and as a member
of the Audit Committee. Mr. Duffy is presently a director of Integrated
Corporate Relations, an investor relations consulting firm. Mr. Duffy co-founded
Meyer, Duffy & Associates in 1994 and Meyer Duffy Ventures in 1999. At Meyer
Duffy, Mr. Duffy played an integral role in numerous seed and early stage
companies. His expertise is focusing on the development and implementation of
business plans including financial forecasting and analysis, management team
development, corporate strategy and capital formation. Prior to co-founding
Meyer, Duffy & Associates, Mr. Duffy was a Senior Vice President at Oak Hall
Capital Advisors where he specialized in investments in the leisure, gaming and
technology markets. Prior to Oak Hall, Mr. Duffy was an investment fund partner
at Sloate, Weisman, Murray & Company, specializing in investments in the
leisure, gaming, technology and retail markets. Mr. Duffy is a graduate of St.
John's University.

Thomas J. Brosig, 53, has been a director of the Company since November
2002 and serves as Chairman of our Audit Committee. Mr. Brosig graduated Summa
Cum Laude from Fordham University in 1976. From 1977 through 1981, Mr. Brosig
held essentially every financial position with Channel Home Centers, a division
of W. R. Grace and Company. From 1982 through 1986, Mr. Brosig was Director of
Strategic Planning for Berman's "The Leather Experts", the nation's largest
leather specialty chain. In 1987, Mr. Brosig founded and was President of TJ
Associates Business Consulting Services that specialized in acquisition analysis
and turnaround restructuring. In 1989 Mr. Brosig became Executive Vice President
of Administration and Finance for G III Apparel Group, Ltd., the nation's
largest manufacturer of ladies leather apparel. In 1990,

Mr. Brosig was one of the founders of Grand Casinos, Inc. Subsequent to the
January 1, 1999 merger between Grand Casinos, Inc. and Park Place Entertainment;
Mr. Brosig assumed the role of President, mid-south region of Park Place
Entertainment. In January 2001, he accepted the promotion to Senior Vice
President, Administration at Park Place Entertainment's corporate offices in Las
Vegas, Nevada. In June 2001 he retired from active full time employment,
remaining with Park Place as a Senior Vice President responsible for the
development of their Indian owned resort project in Sullivan County New York.
The remainder of his time is spent as a non-paid executive operating ASC of
Mississippi, Inc. ("Center Circle") a group of homes for wayward boys. Mr.
Brosig has lectured or testified throughout the United States on leadership and
organizational development, on the impact of youth gambling addiction, and on
various topics of interest to the gaming industry and investment communities. In
the area of compulsive gambling, Mr. Brosig is and has been active in a number
of activities including the Mississippi Council on Compulsive Gambling where he
was instrumental in its formation and development. In addition, he organized and
funded the first think tanks in Minnesota and Mississippi concerned with
compulsive gambling, and was a charter member of the National Center for
Responsible Gaming where he also served as a member of its board of directors.
Mr. Brosig has also authored many watershed programs relative to casino employee
gambling.

L.C. Greenwood, 56, has been a director of the Company since November 2002
and serves on our Compensation Committee. Mr. Greenwood was born in Canton
Mississippi, went to Roger High, in Canton, Mississippi and was granted an
Academic Athletic Scholarship to Arkansas AM & N in Pine Bluff, Arkansas, where
he received the Bachelor of Science Degree. After college Mr. Greenwood played
thirteen years as a Defensive End with the World Champion Pittsburgh Steelers,
won four Super Bowls, was named a member of every All Pro Team during the 1970s,
was also All Pro seven times, and played in six Pro Bowls. Today Mr. Greenwood
is President of Greenwood Enterprises, a Coal and Natural Gas Marketing Company;
Greenwood/McDonald Supply Co., an Electrical Supply Company; and President/Owner
of Greenwood Manufacturing Co., a Manufacturer and Distributor of packing
products. Among Mr. Greenwood's awards are the Worthen Sport Award, Professional
Athlete of the Year in Little Rock, Arkansas, Outstanding Achievement Award,
Canton, Mississippi, 1975, Key to the City of Canton, Mississippi, and to the
State of Mississippi, Key to the State of West Virginia, 25th Anniversary Super
Bowl Team, 100 Year Black College All American Team, Arkansas Hall of Fame, A
member of the 75th Silver Anniversary Super Bowl Team. In 1975, March 24th was
declared L.C. Greenwood day in Canton, Mississippi. Mr. Greenwood is a Life
Member of the N.A.A.C.P., Member of AFTRA-American Federation of Television and
Radio Artists, worked on the Miller Lite Campaign doing commercials and
promotions for ten years, has been involved in numerous commercials and
industrial films since 1971 to the present, and over ten National commercials as
well as numerous local commercials.

The Board held seven meetings and acted thirteen (13) times by written
consent during the fiscal year ended December 31, 2002. All directors attended
all of the meetings. The Board does not have a standing nominating committee.
Messrs. Stanton, Duffy and Brosig, all of whom are independent directors, make
up the Board's Audit Committee. In June of 2000, the Board of Directors
established a formal Charter for the Audit Committee. A copy of the Charter is
attached hereto as Exhibit A.

Messrs. Duffy and Greenwood, both of whom are independent directors, make
up the Board's Compensation Committee. Mr. Duffy joined the Committee in April
of 2002, replacing Robert L. Ruben, and Mr. Greenwood joined the Committee in
November of 2002, when he joined the Board, and replaced Mr. Blatt. The
Compensation Committee makes recommendations with respect to salaries, bonuses,
restricted stock, and deferred compensation for the Company's executive officers
as well as the policies underlying the methods by which the Company compensates
its executives. During the fiscal year ended December 31, 2002, the Compensation
Committee held three meetings. The Finance Committee monitors the Company's
relationships with its lenders and investment bankers and negotiates on behalf
of the Company with respect to proposed financing arrangements. Mr. Blatt is the
sole member of the Board's Finance Committee.

As a publicly traded corporation registered with and licensed by the
Nevada Gaming Commission, the Company has a Compliance Committee, which
implements and administers the Company's Compliance Plan. The Committee's duties
include investigating key employees, consultants, lobbyists and others who wish
to do substantial business with the Company or its subsidiaries and making
recommendations to the Company's management concerning suitability. Nevada
gaming regulators require that one member of the committee be a member of the
Company's board. Mr. Stanton is the Chairman of the Compliance Committee. The
other members include the Company's Chief Financial Officer, Director of
Internal Security, Director of Administration and internal auditor.

Report of the Audit Committee

The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process including the systems of
internal controls. In fulfilling its oversight responsibilities, the Committee
reviewed the audited financial statements in the Annual Report with management
including a discussion of the quality, not just the acceptability, of the
accounting principles, the reasonableness of significant judgments, and the
clarity of disclosures in the financial statements.

The Committee reviewed with the independent auditors, who are responsible
for expressing an opinion on the conformity of those audited financial
statements with generally accepted accounting principles, their judgments as to
the quality, not just the acceptability, of the Company's accounting principles
and such other matters as are required to be discussed with the Committee under
generally accepted auditing standards. In addition, the Committee has discussed
with the independent auditors' the auditors' independence from management and
the Company including the matters in the written disclosures required by the
Independence Standards Board and considered the compatibility of non-audit
services with the auditors' independence.

The Committee discussed with the Company's internal and independent
auditors the overall scope and plans for their respective audits. The Committee
meets with the internal and independent auditors, with and without management
present, to discuss the results of their

examinations, their evaluations of the Company's internal controls, and the
overall quality of the Company's financial reporting. The Committee held five
meetings during fiscal year 2002.

In reliance on the reviews and discussions referred to above, the
Committee recommended to the Board of Directors (and the Board has approved)
that the audited financial statements be included in the Annual Report on Form
10-K for the year ended December 31, 2002 for filing with the Securities and
Exchange Commission. The Committee and the Board have also recommended, subject
to shareholder approval, the selection of the Company's independent auditors.

Thomas J. Brosig
James V. Stanton
Donald J. Duffy

Executive Officers; Officers

The following persons serve as the officers indicated:

Principal
Occupation
Name and Address Position Last 5 Years
---------------- -------- ------------

EDSON R. ARNEAULT* Director, President, President of the Company
MTR Gaming Group, Inc. Chief Executive Officer and and its subsidiaries
State Route 2 South Treasurer
P.O. Box 356
Chester, WV 26034

ROBERT A. BLATT** Director, Vice President, Commercial Development
1890 Palmer Avenue Assistant Secretary
Suite 303
Larchmont, NY 10538

ROSE MARY WILLIAMS*** Secretary Horse Racing Management
MTR Gaming Group, Inc.
State Route 2 South
Chester, WV 26034

ROGER M. SZEPELAK**** Vice President, Hotel and Casino
3227 Civic Center Drive Chief Operating Officer; Management
North Las Vegas, NV 89030 Nevada Properties

Principal
Occupation
Name and Address Position Last 5 Years
---------------- -------- ------------

JOHN W. BITTNER, JR. Chief Financial Officer Accounting
MTR Gaming Group, Inc.
State Route 2 South
Chester, WV 26034

DAVID R. HUGHES Chief Operating Officer; Casino Management
Mountaineer Park, Inc. Mountaineer
State Route 2 South
P.O. Box 358
Chester, WV 26034

PATRICK J. ARNEAULT Vice President; Mountaineer Facilities Management and
Mountaineer Park, Inc. Construction; Oil and Gas;
State Route 2 South
P.O. Box 358
Chester, WV 26034

- ----------
* Also an officer and director of Mountaineer Park, Inc., Speakeasy Gaming
of Las Vegas, Inc., Speakeasy Gaming of Reno, Inc., ExCal Energy
Corporation, Presque Isle Downs, Inc., Racing Acquisition, Inc. and Golden
Palace Casinos, Inc., the Company's subsidiaries.

** Also assistant secretary of Mountaineer Park, Inc.

*** Also secretary of Mountaineer Park, Inc.

**** Officer of Speakeasy Gaming of Las Vegas, Inc. and Speakeasy Gaming of
Reno, Inc.

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of June 25, 2003, the ownership of the
presently issued and outstanding shares of our common stock by persons owning
more than 5% of such stock, and the ownership of such stock by our officers and
directors, individually and as a group. As of June 25, 2003, there were
27,948,135 shares of common stock outstanding. Unless otherwise indicated, the
address for each of the stockholders listed below is c/o MTR Gaming Group, Inc.,
State Route 2 South, P.O. Box 356, Chester, WV 26034.

Number of Percentage of
Name Shares Class
- ---- ------ -----

Edson R. Arneault(1) ................................... 3,857,074 13.42%
Robert A. Blatt(2) ..................................... 1,238,584 4.38%
James V. Stanton(3) .................................... 131,900 *
Donald J. Duffy(4) ..................................... 50,000 *
L.C. Greenwood(5) ...................................... 0 *
Thomas J. Brosig(6) .................................... 0 *
Patrick J. Arneault(7) ................................. 5,200 *
Rose Mary Williams(8) .................................. 60,000 *
John W. Bittner, Jr.(9) ................................ 50,000 *
Roger Szepelak(10) ..................................... 77,500 *
David R. Hughes ........................................ 0 *
FMR Corp(11) ........................................... 1,557,700 5.57%
Total officers and directors as a group (11 persons) ... 5,470,258 18.66%

- ----------
* Indicates less than one percent.

(1) Includes 3,057,074 shares, including 30,000 shares held in the name of Mr.
Arneault's dependent son and 19,209 shares held by a partnership of which
Mr. Arneault is a general partner, and options to acquire beneficial
ownership of 800,000 shares within 60 days held by Mr. Arneault.

(2) Includes 935,584 shares held by Mr. Blatt, 3,000 shares held by Mr.
Blatt's wife, and options to acquire beneficial ownership of 300,000
shares exercisable within 60 days held by Mr. Blatt. Mr. Blatt's mailing
address is c/o The CRC Group, Larchmont Plaza, 1890 Palmer Avenue, Suite
303, Larchmont, NY 10538.

(3) Includes 106,900 shares held by Mr. Stanton and options to acquire
beneficial ownership of 25,000 shares exercisable within 60 days held by
Mr. Stanton. Mr. Stanton's mailing address is 815 Connecticut Avenue, NW,
Suite 620, Washington, DC 20006.

(4) Mr. Duffy's business mailing address is c/o Integrated Corporate
Relations, 24 Post Road, Westport, CT 06880. Includes no shares and
includes options to acquire beneficial ownership of 50,000 shares
exercisable within 60 days held by Mr. Duffy.

(5) Mr. Greenwood's business mailing address is c/o Greenwood McDonald Supply
Company, Inc., 313 West Main Street Carnegie, PA 15106.

(6) Mr. Brosig's mailing address is 1174 Glendale Place, Gulfport, MS 39507.

(7) Includes 200 shares held by Mr. Arneault's minor children and options to
acquire ownership of 5,000 shares within 60 days held by Mr. Arneault.

(8) Includes no shares and includes options to acquire beneficial ownership of
60,000 shares within 60 days held by Ms. Williams.

(9) Includes no shares and includes options to acquire beneficial ownership of
50,000 shares within 60 days held by Mr. Bittner.

(10) Includes 2,500 shares and options to acquire beneficial ownership of
75,000 shares exercisable within 60 days by Mr. Szepelak. Mr. Szepelak's
mailing address is 3227 Civic Center Drive, North Las Vegas, Nevada 89030

(11) FMR Corp. has indicated in a Schedule 13G joint filing with the SEC on
February 14, 2003 that various persons have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock of the Company and that one person, Fidelity Low
Priced Stock Fund, an investment company registered under the Investment
Company Act of 1940, is the beneficial owner, in the ordinary course of
business, of 1,557,700 shares of the Common Stock of the Company. Fidelity
Low Priced Stock Fund has its principal business office at 82 Devonshire
Street, Boston, Massachusetts 02109.

Section 16(a) Beneficial Ownership Reporting Compliance

Under the provisions of Section 16(a) of the Exchange Act, the Company's
executive officers, directors and 10% beneficial stockholders are required to
file reports of their transactions in the Company's securities with the
Commission. Based solely on a review of the Forms 3 and 4 and amendments thereto
furnished to the Company during its most recent fiscal year and Forms 5 and
amendments thereto furnished to the Company with respect to its most recent
fiscal year, the Company believes that as of June 25, 2003, all of its executive
officers, directors and greater than 10% beneficial stockholders complied with
all filing requirements applicable to them during 2002.

The following table sets forth the compensation awarded, paid to or earned
by the most highly compensated executive officers of the Company whose
compensation exceeded $100,000 in the fiscal year ended December 31, 2002.

SUMMARY COMPENSATION TABLE

Annual Long Term
Compensation Compensation Awards Payouts
------------ Other ------------------- -------
Annual Restricted Options
Salary Bonus Comp. Stock SARS LTIP All Other
Name Year ($) ($) ($)(1) Awards ($) (#)(2) Payouts ($) Comp. ($)(4)
---- ---- --- --- ------ ---------- ------ ----------- ------------

Edson R. Arneault (3) ...... 2002 804,023 100,000 365,686 -- -- -- 229,193
Chairman, President and .... 2001 830,326 100,000 336,339 -- 100,000 -- 84,568
Chief Executive Officer .... 2000 469,904 100,000 254,664 -- 300,000 -- 84,568
MTR Gaming Group, Inc. .....
Robert A. Blatt ............ 2002 292,115 -- 1,393 -- -- -- 19,594
Vice President (3) ......... 2001 213,857 -- 1,393 -- 50,000 -- 19,594
2000 182,649 -- 1,288 -- 150,000 -- 19,594

Roger M. Szepelak .......... 2002 163,209 -- -- -- -- -- --
Vice-President and Chief ... 2001 151,154 -- -- -- -- -- --
Operating Officer Nevada ... 2000
Properties

John W. Bittner ............ 2002 184,077 -- 1,300 -- 25,000 -- 1,300
Chief Financial Officer

- ----------
(1) As to Mr. Arneault for 2002 includes $359,194 performance bonus earned but
not paid in 2002; an estimated pension contribution of $6,492; for 2001
includes $330,111 performance bonus earned but not paid in 2001 an
estimated pension plan contribution of $6,228; for 2000 includes $250,000
performance bonus earned but not paid in 2000 and an estimated pension
plan contribution of $4,664; As to Mr. Blatt consists of an estimated
pension plan contribution of $1,393, $1,393 and $1,288 in 2002, 2001 and
2000, respectively. As to Mr. Bittner consists of an estimated pension
contribution of $1,300.

(2) Grants in 2002, 2001 and 2000 consisted of non-qualified stock options for
a term of ten years. The options are fully vested and have an exercise
price of $15.00, $7.30 and $2.50 per share, respectively.

(3) See "Employment Agreements" below. Mr. Arneault's employment agreement
requires him to defer receipt of all compensation over the amount set
forth in Section 162(m) of the Internal Revenue Code.

(4) Consists of premiums for life insurance pursuant to a qualified plan in
accordance with Section 419 of Internal Revenue Code. In 2002 as to Mr.
Arneault includes $144,625 for use of Company owned housing. The
incremental cost to the Company of providing perquisites and other
personal benefits during the indicated periods did not exceed, as to any
Named Executive Officer, the lesser of $50,000 or 10% of the total salary
and bonus paid to such executive officer for any such year and,
accordingly, is omitted from the table.

OPTION GRANTS IN 2002

The following table contains information concerning the grant of stock
options during fiscal year 2002 to the Company's executive officers named in the
Summary Compensation Table.

% of Total Potential Realizable Value
Number of Options at Assumed Annual Rates of
Securities Granted Stock Price Appreciation for
Underlying in Option Term(1)
Options Fiscal Exercise Expiration ----------------------------
Name Granted Year Price Date 5% 10%
---- ------- ---- ----- ---- -- ---

John W. Bittner, Jr. 25,000 100% 15.00 1/2/2012 $235,835 $597,653

- ----------
(1) In accordance with the rules of the Securities and Exchange Commission,
"Potential Realizable Value" has been calculated assuming an aggregate
ten-year appreciation of the fair market value of the Company's common
stock on the date of the grant at annual compounded rates of 5% and 10%,
respectively. These amounts represent hypothetical gains that could be
achieved. Actual gains, if any, on the exercise of stock options will
depend on the future performance of the Company's stock and the date on
which the options are exercised. Moreover, the gains shown are net of the
option exercise price, but do not include deductions for taxes or other
expenses associated with the exercise of the option or the sale of the
underlying shares.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values

The following table sets forth information regarding the number and value
of options held by each of the Company's executive officers named in the Summary
Compensation Table as of December 31, 2002.

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Shares Options at Fiscal Year End Year End($)(1)
Acquired on Value -------------------------- ----------------------------
Name Exercise Realized($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------- ----------- ----------- ----------- ------------- ----------- -------------

Edson R. Arneault .......... 0 0 1,800,000 -- 10,244,125 --
Robert A. Blatt ............ 150,000 527,700 500,000 -- 2,873,750 --
Roger M. Szepelak .......... 25,000 251,250 25,000 50,000 42,750 85,500
John W. Bittner, Jr ........ 0 0 25,000 0

- ----------
(1) Based on the market price of the Company's Common Stock of $7.96 on
December 31, 2002, as reported by Nasdaq.

Equity Compensation Plan Information

The following table sets forth information as of December 31, 2002 with
respect to compensation plans under which equity securities of the Company are
authorized for issuance.

Number of
securities to Number of securities
be Weighted remaining available
issued upon average for future issuance
exercise of exercise price under equity
outstanding of outstanding compensation plans
options, options, (excluding securities
warrants and warrants and reflected in
Plan Category rights rights column(a))
-------------
(a) (b) (c)

Equity compensation plans approved by
security holders ............................ 2,795,500 $2.2968 55,000
Equity compensation plans not approved by
security holders ............................ 390,000 $7.4672 300,000
--------- -------

Total ....................................... 3,185,500 355,000

The Company's equity compensation plans that were not approved by security
holders (as no such approval was required) consist of (i) grants of NQSOs as
inducement for initial employment by the Company or its subsidiaries; (ii)
grants of NQSOs to non-executive employees; and (iii) NQSOs granted under our
2001 Employee Stock Incentive Plan or available for grant under our 2002
Employee Stock Incentive Plan, both of which are "broad-based plans" as defined
by the Nasdaq Market Place Rules (i.e., ones in which not more than half of the
options/shares may be awarded to officers and directors). In the case of all
such plans, the exercise price of options must be not less than fair market
value of the common stock on the date of grant. Options granted under the plans
may be for terms of up to ten years. The 2001 and 2002 Employee Stock Incentive
Plans are to be administered by the board or a committee of the board consisting
of not fewer than two non-employee directors. Repricing under the 2001 plan is
limited to 10% of the number of options then outstanding thereunder; repricing
under the 2002 plan is prohibited.

Employment Agreements

We have entered into a five-year employment agreement, effective January
1, 2001, with our President and Chief Executive Officer, Edson R. Arneault. The
employment agreement replaces an agreement entered into in February 1999 and
provides for, among other things, an annual base salary of $750,000 (subject to
automatic annual cost of living increases of 5%), semi-annual cash awards and an
annual performance bonus tied to EBITDA growth. The Employment Agreement
entitles Mr. Arneault, at our expense, to lease living and/or office quarters
for himself and the Company in any state or jurisdiction in which the Company is
currently doing business or commences substantial business operations. The
Company may choose to purchase such living or office quarters. For the fiscal
year ended December 31, 2002, Mr. Arneault's compensation included $144,625 for
the use of housing purchased by the Company in accordance with the employment
agreement. The employment agreement also provides for a long-term incentive

bonus, subject to a cap, payable at the end of the five-year term based upon
growth compared to year 2000 in a variety of objective measurements, including
earnings per share, the market price of our common stock, EBITDA and gross
revenues. Other factors affecting the long-term bonus are acquisitions of other
racetracks and parimutuel facilities, acquisitions of gaming venues that
generate positive EBITDA in their first full year of operation, and successful
legislative initiatives.

The agreement provides that if Mr. Arneault's period of employment is
terminated by reason of death or physical or mental incapacity, we will continue
to pay Mr. Arneault or his estate the compensation otherwise payable to Mr.
Arneault for a period of two years. If Mr. Arneault's period of employment is
terminated for a reason other than death or physical or mental incapacity or for
cause, we will continue to pay Mr. Arneault the compensation that otherwise
would have been due him for the remaining period of employment. If Mr.
Arneault's period of employment is terminated for cause, we will have no further
obligation to pay Mr. Arneault, other than compensation unpaid at the date of
termination.

In the event that the termination of Mr. Arneault's period of employment
occurs after there has been a change of control of the Company, as defined, and
(i) the termination is not for cause or by reason of the death or physical or
mental disability of Mr. Arneault or (ii) Mr. Arneault terminates his employment
for good reason, as defined in the agreement, then Mr. Arneault will have the
right to receive within thirty days of the termination, a sum that is three
times his annual base salary and payment by us of the next five annual premium
payments for the insurance policy called for by the deferred compensation plan
described below.

In February 1999, we entered into an employment agreement with Robert A.
Blatt. The agreement is for a term of five years, calls for an annual base
salary of $46,000 (subject to automatic annual cost of living increases of 5%)
and additional compensation of $2,500 per day in the event Mr. Blatt performs
additional services. The employment agreement also entitles Mr. Blatt to
participate in our various benefit plans for health insurance, life insurance
and the like. In the event Mr. Blatt terminates the employment agreement for
good reason, as defined, or we terminate the agreement other than for cause or a
permanent and total disability, he will be entitled to the compensation
otherwise payable to him under the employment agreement. In the event Mr.
Blatt's employment is terminated in connection with a change in control of the
Company, Mr. Blatt would be entitled to a cash severance payment equal to three
times his annual base salary and payment by us of the next five annual premium
payments for the insurance policy called for by the deferred compensation plan
described below.

We also have deferred compensation agreements with Messrs. Arneault and
Blatt, which provide for certain benefits upon retirement. We currently fund
these obligations through the purchase of "split dollar" life insurance
policies.

In October 2000, we entered into a three-year employment agreement with
Roger Szepelak as Vice President and Chief Operating Officer for Speakeasy
Gaming of Las Vegas, Inc. and Speakeasy Gaming of Reno, Inc. The agreement calls
for an annual base salary of $150,000 with annual automatic cost of living
increases of 5% and entitles Mr. Szepelak to a car allowance as well as to
participate in our various employee benefit plans. In the event Mr. Szepelak's
employment is terminated by us other than for cause or a permanent and total
disability, he will be

entitled to the compensation otherwise payable to him under the employment
agreement. Mr. Szepelak's employment agreement does not provide for any
additional compensation in the event of termination in connection with a change
in control.

In January 2002, we entered into a three-year employment agreement with
John W. Bittner, Jr. as Chief Financial Officer. The agreement calls for an
annual salary of $160,000 and entitles Mr. Bittner to a car allowance as well as
to participate in our various employee benefit plans. In the event Mr. Bittner's
employment is terminated by us other than for cause or permanent disability, he
will be entitled to the compensation otherwise payable to him under the
employment agreement. Further, in the event Mr. Bittner is discharged during the
last year of the term of the agreement in connection with a change in control of
the Company, as defined in the agreement, Mr. Bittner would be entitled to a
cash payment in the amount of one year of Mr. Bittner's then current salary.

Stock Performance Graph

The following graph demonstrates a comparison of cumulative total returns
of the Company, the NASDAQ Market Index (which is considered to be a broad
index) and an industry peer group index based upon companies which are publicly
traded with the same four digit standard industrial classification code ("SIC")
as the Company (SIC 7999 - Amusement and Recreational Services) for the past
five years. The beginning date for the graph is January 1, 1997. The following
graph assumes $100 invested in each of the above groups and the reinvestment of
dividends.

COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG MTR GAMING GROUP, INC.,
NASDAQ MARKET INDEX AND SIC CODE INDEX

[LINE GRAPH OMITTED]

ASSUMES $100 INVESTED JAN. 1, 1998
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 2002

1997 1998 1999 2000 2001 2002
======= ======= ======= ======= ======= =======

MTR GAMING GROUP, INC 100.00 121.88 153.13 237.50 800.00 398.00

SIC CODE INDEX 100.00 74.21 93.81 65.69 76.09 85.06

NASDAQ MARKET INDEX 100.00 141.04 248.76 156.35 124.64 86.94

- ----------
(1) The peer group consists of the following companies: American Wagering,
Inc.; Argosy Gaming Co.; Boyd Gaming Corp.; Dover Motorsports, Inc.;
Gametech International, Inc.; Imax Corp.; Isle of Capris Casinos; Lakes
Gaming Inc.; Littlefield Corporation; MDI Entertainment; MGM Mirage, Inc.;
Multimedia Games, Inc.; Renaissance Entertainment Corp.; Sands Regent;
Skyline Multimedia Entertainment; TBA Entertainment Corp.; Ticketmaster
Inc.; Tickets.com, Inc.; Trans World Corp.; Vail Resorts, Inc.; Winter
Sports, Inc.; and Youbet.com, Inc.

Compensation of Directors

The Company's non-employee directors receive an annual stipend of $24,000
and a per meeting fee of $1,500. Directors who are employees of the Company do
not receive compensation for attendance at Board meetings. All board members are
reimbursed for expenses they incur in attending meetings.

Compensation Committee Interlocks and Insider Participation

On November 8, 1995, the Board voted to form an executive compensation
committee consisting of Mr. Ruben and Mr. Blatt, (the "Committee"). In April of
2002, the Board elected Mr. Duffy to the Committee, and Mr. Ruben resigned from
the Committee. In November of 2002, Mr. Greenwood joined the Board of Directors
and the Compensation Committee, and Mr. Blatt resigned from the Committee. Since
that time, the Committee has consisted entirely of independent directors. See
"Certain Transactions."

The Committee is authorized to review all compensation matters involving
directors and executive officers and Committee approval is required for any
compensation to be paid to executive officers or directors who are employees of
the Company.

Board Compensation Committee Report on Executive Compensation

Policy

The Committee's decisions with respect to executive compensation will be
guided by the general principle that compensation be designed: (i) to assure
that the Company's executives receive fair compensation relative to their peers
at similar companies; (ii) to assure that the Company's shareholders are
receiving fair value for the compensation paid to the Company's executives; and
(iii) to allow the Company to secure and retain the services of high quality
executives.

The Company's compensation program currently consists of three elements: a
base salary; annual incentives in the form of cash or restricted stock bonuses;
and long-term incentives in the form of stock options and/or cash. The Committee
believes that annual incentives, or bonuses, should be used to reward an
executive for exceptional performance. The determination of what constitutes
exceptional performance is generally a subjective judgment by the Committee
based on the executive's contribution to the Company's revenues, legislative and
regulatory efforts, recruitment of high quality personnel, elevating public
awareness and perception of the Company's gaming and resort businesses, and
development of the Company's prospects. With respect to compensation for the
Company's current CEO, annual and long-term performance bonuses are calculated
pursuant to a formula tied to objective criteria.

Stock options allow the Company to motivate executives to increase
stockholder value. This type of incentive also allows the Company to recruit
members of the management team whose contributions and skills are important to
its long-term success. The Committee intends to employ a combination of cash
incentives, stock and option awards.

Chief Executive Officer Compensation; Employment Agreement

During the fiscal year ended December 31, 2002, Mr. Arneault's base salary
and bonuses were based upon a September 2001 employment agreement, which was
effective as of January 1, 2002, and replaced an agreement entered into in
February 1999. The performance bonus for 2002 is based upon an objective formula
tied to growth in the Company's EBITDA for 2002 compared to 2000.

Donald J. Duffy
L.C. Greenwood

CERTAIN TRANSACTIONS

In connection with the exercise of stock options and the payment of taxes
incident to such exercises during 2001 and prior years, our President and CEO,
Edson Arneault, delivered to us full recourse promissory notes totaling
approximately $2,242,000 in principal that remained outstanding at December 31,
2001. The notes were to mature variously in 2002 through 2004 and bore interest
at annual rates ranging from 6% to 9% or 1% above the prime rate. Mr. Arneault
repaid all of the notes, together with accrued interest, in full in February of
2002.

Also in connection with the exercise of stock options and the payment of
taxes incident to such exercises during 2001 and prior years, Mr. Robert Blatt
delivered to us full recourse promissory notes totaling approximately $665,854
in principal that remained outstanding at December 31, 2001. The notes were to
mature variously in 2002 through 2004 and bore interest at an annual rate of 6%
to 9% or 1% above the prime rate. Mr. Blatt repaid the notes, together with
accrued interest, in full in February of 2002.

Also in connection with the exercise of stock options during 2001, Mr.
James Stanton, a director of the Company, delivered to us a full recourse
promissory note for approximately $175,000. The note was to be due on or before
April 2003 with interest at an annual rate of 8%. Mr. Stanton repaid the note in
full subsequent to December 31, 2001.

Mr. Patrick J. Arneault serves as Vice President of Development of
Mountaineer. During the year ended December 31, 2002, Mr. Arneault's total
compensation was $150,000. Patrick J. Arneault is the brother of Edson R.
Arneault, our president, chairman and chief executive officer. Mr. Arneault has
worked for Mountaineer since February 2000.

Ms. Aimee Zildjian serves as director of development for Presque Isle
Downs. During the year ended December 31, 2002, Ms. Zildjian's total
compensation was $60,900. Ms. Zildjian is the daughter of Edson R. Arneault, our
president, chairman and chief executive officer.

Mr. Robert Ruben was an officer (from 1999 to November of 2002) and member
of our board (from 1995 to November of 2002), and is a member of the law firm
Ruben & Aronson,

LLP, which has performed legal services for the Company. During the fiscal year
ended December 31, 2002, the Company paid Ruben & Aronson the sum of $1.3
million for legal services. In connection with the exercise of stock options and
payment of taxes incident to such exercises during 2001and prior years, Mr.
Ruben delivered to the company full recourse promissory notes totaling
approximately $702,000. In August of 2001, Mr. Ruben repaid approximately
$90,000 of principal and interest, leaving a principal balance of $612,000
outstanding at December 31, 2001. The notes were to mature variously in 2003
through 2004 and bore interest at 6% to 8% or 1% above the prime rate. Mr. Ruben
repaid all of the notes, together with accrued interest, in full in February of
2002.

ITEM 2

RATIFICATION OF SELECTION OF AUDITORS

The Board has selected the firm of Ernst & Young LLP ("E&Y"), independent
public accountants, to serve as auditors for the fiscal year ending December 31,
2003, subject to ratification by the stockholders.

Audit Fees

Aggregate fees billed by E&Y for the last Fiscal Year for annual audit and
reviews of the financial statements in the Company's Forms 10-Q were $301,065,
including additional audit and reporting related services of $56,736 and
expenses of $46,629.

Financial Information Systems Design and Implementation Fees

E&Y billed no fees for the last fiscal year for financial information
systems design and implementation.

All Other Fees

Aggregate fees billed by E&Y for the last Fiscal Year for all other
services were $227,868, which consisted primarily of tax compliance and tax
consulting services.

The Board recommends a vote FOR ratification of this selection.

It is expected that a member of E&Y will be present at the Annual Meeting
and will have an opportunity to make a statement if they so desire and will be
available to respond to appropriate questions.

FINANCIAL INFORMATION

The Financial Statements of the Company included in the Company's Annual
Report to Stockholders that accompanies this Proxy Statement are incorporated
herein by reference.

OTHER MATTERS

Stockholder Proposals for Next Meeting

Proposals of stockholders intended for inclusion in the proxy statement
for the Annual Meeting of Stockholders to be held in 2004 must be received by
the Company's executive offices not later than March 20, 2004. Proponents should
submit their proposals

by Certified Mail-Return Receipt Requested. Proposals received after that date
will be deemed untimely.

Notice Regarding Abandoned Property Law of New York State

The Company has been informed by its Transfer Agent, Continental Stock
Transfer & Trust Company, that New York State now requires the Company's
Transfer Agent to report and escheat all shares held by the Company's record
shareholders if there has been no written communication received from the
shareholder for a period of five years. This regulation pertains specifically to
corporate issuers who do not pay dividends and their shareholders with New York,
foreign or unknown addresses. The law mandates escheatment of shares even though
the certificates are not in the Transfer Agent's possession, and even though the
shareholder's address of record is apparently correct.

The Transfer Agent has advised the Company that the law requires the
Transfer Agent to search its records as of June 30 each year in order to
determine those New York resident shareholders from whom it has had no written
communication within the past five years. Written communication would include
transfer activity, voted proxies, address changes or other miscellaneous written
inquiries. For those shareholders who have not contacted the Transfer Agent in
over five years, a first-class letter must be sent notifying them that their
shares will be escheated in November if they do not contact the Transfer Agent
in writing prior thereto. All written responses will be entered in the Transfer
Agent's files, but those who do not respond will have their shares escheated.
Shareholders will be able to apply to New York State for the return of their
shares.

Accordingly, shareholders that may be subject to New York's Abandoned
Property Law should make their inquiries and otherwise communicate, with respect
to the Company, in writing. Shareholders should contact their attorneys with any
questions they may have regarding this matter.

No Other Business

Management is not aware at this date that any other business matters will
come before the meeting. If, however, any other matters should properly come
before the meeting, it is the intention of the persons named in the proxy to
vote thereon in accordance with their judgment.

June 27, 2003 MTR GAMING GROUP, INC.
Rose Mary Williams, Secretary

EXHIBIT A

CHARTER OF THE
MTR GAMING GROUP, INC.
AUDIT COMMITTEE

June, 2000

The Audit Committee of the Board of Directors of MTR Gaming Group, Inc. (the
"Audit Committee," the "Board" and "MTR" or the "Company," respectively), will
have the oversight responsibility, authority and specific duties as described
below.

Composition

The Audit Committee will be comprised of three or more directors as determined
by the Board. The members of the Audit Committee will meet the independence and
experience requirements of The Nasdaq Stock Market, Inc. ("Nasdaq"). The members
of the Audit Committee will be elected annually at the organizational meeting of
the full Board held in August, and will be listed in the annual report to
shareholders. Any interim vacancies will also be filled by the Board. One of the
members of the Audit Committee will be elected Audit Committee Chair by the
Board.

Responsibility

The Audit Committee is a committee of the Board, as defined by Delaware
corporate law. The Audit Committee's primary function is to assist the Board in
fulfilling its oversight responsibilities with respect to (i) the annual
financial information to be provided to shareholders and the Securities and
Exchange Commission ("SEC" or "Commission"); (ii) the system of internal
controls that management has established; and (iii) the internal and external
audit processes of MTR. In addition, the Audit Committee provides an avenue for
communication between internal audit personnel, MTR's independent auditors,
financial management and the Board. The Audit Committee should have a clear
understanding with the independent auditors that they must maintain an open and
transparent relationship with the Audit Committee, and that the ultimate
accountability of the independent auditors is to the Board and the Audit
Committee. The Audit Committee will make regular reports to the Board concerning
its activities.

While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditors. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditors or to assure compliance with
laws and regulations and the Company's business conduct guidelines.

Authority

Subject to the prior approval of the Board, the Audit Committee is granted the
authority to investigate any matter or activity involving financial accounting
and financial reporting, as well as the internal controls of the Company. In
that regard, the Audit Committee will have the authority to approve the
retention of external professionals to render advice and counsel in such
matters. All employees will be directed to cooperate with respect thereto as
requested by members of the Audit Committee.

Meetings

The Audit Committee is to meet at least four times annually and as many
additional times as the Audit Committee deems necessary. Content of the agenda
for each meeting should be cleared by the Audit Committee Chair. The Audit
Committee is to meet in separate executive sessions with the chief financial
officer, independent auditors and internal audit personnel at least once each
year and at other times when considered appropriate.

Attendance

Audit Committee members will strive to be present at all meetings, although
action may be taken by a majority of the Audit Committee members at a meeting.
As necessary or desirable, the Audit Committee Chair may request that members of
management and representatives of the independent auditors and internal audit
personnel be present at Audit Committee

meetings. Waiver, notice and adjournment of Audit Committee meetings shall be
conducted in same manner as meetings of the Board.

Specific Duties

o Review and reassess the adequacy of this charter annually and
recommend any proposed changes to the Board for approval. This
should be done in compliance with applicable Nasdaq Audit Committee
Requirements.

o Review with the Company's management, internal audit personnel and
independent auditors the Company's accounting and financial
reporting controls. Obtain annually in writing from the independent
auditors their letter as to the adequacy of such controls.

o Review with the Company's management, internal audit personnel and
independent auditors significant accounting and reporting
principles, practices and procedures applied by the Company in
preparing its financial statements. Discuss with the independent
auditors their judgments about the quality, not just the
acceptability, of the Company's accounting principles used in
financial reporting.

o Review the scope and general extent of the independent auditors'
annual audit. The Audit Committee's review should include an
explanation from the independent auditors of the factors considered
by the accountants in determining the audit scope, including the
major risk factors. The independent auditors should confirm to the
Audit Committee that no limitations have been placed on the scope or
nature of their audit procedures. The Audit Committee will review
annually with management the fee arrangement with the independent
auditors.

o Inquire as to the independence of the independent auditors and
obtain from the independent auditors, at least annually, a formal
written statement delineating all relationships between the
independent auditors and the Company as contemplated by Independence
Standards Board No. 1, Independence Discussions with Audit
Committees.

o Have a predetermined arrangement with the independent auditors that
they will advise the Audit Committee through its Chair and
management of the Company of any matters identified through
procedures followed for interim quarterly financial statements, and
that such notification as required under standards for communication
with Audit Committees is to be made prior to the related press
release or, if not practicable, prior to filing Forms 10-Q or 10-K.
Also receive written confirmation provided by the independent
auditors at the end of each of the first three quarters of the year
that they have nothing to report to the Audit Committee, if that is
the case, or the written enumeration of required reporting issues.

o At the completion of the annual audit, the Audit Committee shall
review with management, internal audit personnel and the independent
auditors the following:

o The annual financial statements and related footnotes and
financial information to be included in the Company's annual
report to shareholders and on Form 10-K.

o Results of the audit of the financial statements and the
related report thereon and, if applicable, a report on changes
during the year in accounting principles and their
application.

o Significant changes to the audit plan, if any, and any serious
disputes or difficulties with management encountered during
the audit, and specifically ask the independent auditors
about:

> the cooperation received during their audit, including
access to all requested records, data and information.

> whether there have been any disagreements with
management which, if not satisfactorily resolved, would
have caused them to issue a nonstandard report on the
Company's financial statements.

o Other communications as required to be communicated by the
independent auditors by Statement of Auditing Standards
("SAS") 61 as amended by SAS 90 relating to the conduct of the
audit.

o Any written communication provided by the independent auditors
concerning their judgment about the quality of the Company's
accounting principles, as outlined in SAS 61 as amended by SAS
90, and that they concur with management's representation
concerning audit adjustments.

o After preparation by management and review by internal audit
personnel and independent auditors, approve the report required
under SEC rules to be included in the Company's annual proxy
statement. This Charter is to be published as an appendix to the
proxy statement or annual report at least once every three years.

o Discuss with the independent auditors the quality of the Company's
financial and accounting personnel. Also, elicit the comments of
management regarding the responsiveness of the independent auditors
to the Company's needs.

o Meet with management, internal audit personnel and the independent
auditors to discuss any relevant significant recommendations that
the independent auditors may have, particularly those characterized
as `material' or `serious'. Typically, such recommendations will be
presented by the independent auditors in the form of a Letter of
Comments and Recommendations to the Audit Committee. The Audit
Committee should review responses of management to the Letter of
Comments and Recommendations from the independent auditors and
receive follow-up reports on action taken concerning the
aforementioned recommendations.

o Recommend to the Board the selection, retention or termination of
the Company's independent auditors.

o Review the appointment and replacement of the senior internal audit
executive.

o Review with management, internal audit personnel and the independent
auditors the methods used to establish and monitor the Company's
policies with respect to unethical or illegal activities by Company
employees that may have a material impact on the financial
statements.

o Generally, as part of the review of the annual financial statements,
receive an oral report(s), at least annually, from the Company's
general counsel concerning legal and regulatory matters that may
have a material impact on the financial statements.

o As the Audit Committee may deem appropriate, obtain, weigh and
consider expert advice as to the Audit Committee and relevant rules
of the Nasdaq Stock Market, (which are attached as Schedule A) and
other accounting, legal and regulatory provisions.

SCHEDULE A
NASDAQ RULES
GOVERNING AUDIT COMMITTEES
OF LISTED COMPANIES

Rule 4460 Non-Quantitative Designation Criteria for Issuers Excepting
Limited Partnerships

* * *

(d) Audit Committee:

(2)(A) Each issue must have, and certify that it has and will continue to have,
an audit committee of at least three members, comprised solely of independent
directors, each of whom is able to read and understand fundamental financial
statements, including a company's balance sheet, income statement, and cash flow
statement or will become able to do so within a reasonable period of time after
his or her appointment to the audit committee. Additionally, each issuer must
certify that it has, and will continue to have, at least one member of the audit
committee that has past employment experience in finance or accounting,
requisite professional certification in accounting, or any other comparable
experience or background which results in the individual's financial
sophistication, including being or having been a chief executive officer, chief
financial officer or other senior officer with financial oversight
responsibility.

(2)(B) Notwithstanding paragraph (i), one director whose is not independent as
defined in Rule 4200, and is not a current employee or an immediate family
member of such employee, may be appointed to the audit committee, if the
membership on the committee by the individual is required by the best interests
of the corporation and its shareholders, and the board discloses, in the next
annual proxy statement subsequent to such determination, the nature of the
relationship and the reason for that determination.

Rule 4200. Definitions

(a) For the purposes of the Rule 4000 Series, unless the context requires
otherwise--

* * *

14) "Independent director" means a person other than an officer or employee of
the company or its subsidiaries or any other individual having a relationship
which, in the opinion of the company's board of directors, would interfere with
the exercise of independent judgement in carrying out the responsibilities of a
director. The following persons shall not be considered independent:

(A) a director who is employed by the corporation or any of its affiliates for
the current year or any of the past three years;

(B) a director who accepts any compensation from the corporation or any of its
affiliates in excess of $60,000 during the previous fiscal year, other than
compensation for board service, benefits under a tax-qualified retirement plan,
or non-discretionary compensation;

(C) a director who is a member of the immediate family of an individual who is,
or has been in any of the past three years, employed by the corporation or any
of its affiliates as an executive officer. Immediate family includes a person's
spouse, parents, children, siblings, mother-in-law, father-in-law,
brother-in-law, sister-in-law, son-in-law, daughter-in-law, and anyone who
resides in such person's home;

(D) a director who is a partner in, or a controlling shareholder or an executive
officer of, any for-profit business organization to which the corporation made,
or from which the corporation received, payments (other than those arising
solely from investments in the corporation's securities) that exceed 5% of the
corporation's or business organization's consolidated gross revenues for that
year, or $200,000, whichever is more, in any of the past three years; or

(E) a director who is employed as an executive of another entity where any of
the company's executives serve on that entity's compensation committee.

* * *