Breeden Richard C – ‘SC 13D/A’ on 1/26/99 re: MTR Gaming Group Inc

As of:  Tuesday, 1/26/99   ·   Accession #:  893750-99-69   ·   File #:  5-50735

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           7     19K 
                          Ownership                                              

Document Table of Contents

SC 13D/A
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SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, DC  20549 

SCHEDULE 13D  
(Rule 13d-101)  

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT 
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 
RULE 13d-2(a) 

(Amendment No. 2)<F1> 

MTR Gaming Group, Inc.  
----------------------------------------------------------------------------  
(Name of Issuer)  

Common Stock, $0.00001 par value per share  
----------------------------------------------------------------------------  
(Title of Class of Securities)  

300 64J 10 8  
----------------------------------------------------------------------------  
(CUSIP Number)  

Richard C. Breeden, Trustee 
The Bennett Funding Group, Inc. and 
Bennett Management & Development Corp.  
Two Clinton Square  
Syracuse, New York  13202 
(315) 422-9000  
----------------------------------------------------------------------------  
(Name, Address and Telephone Number of Person 
Authorized to Receive Notices and Communications) 

January 19, 1999  
----------------------------------------------------------------------------  
(Date of Event Which Requires Filing of this Statement) 

  If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is        
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check      
the following box / /.                                                          

 Note:   Schedules filed in paper format shall include a signed original
 and five copies of the schedule, including all exhibits.  See Rule 13d-
7(b) for other parties to whom copies are to be sent.                 

SC 13D/A
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(Continued on following pages)  

(Page 1 of 5 Pages) 

[FN]                                                                            
<F1> 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 disclosures provided in a prior cover page.         

The information required on 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).                                     

SC 13D/A
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CUSIP No.   300 64J 10 8          13D     Page   2       of    5      Pages     
----------------                    ----------     -------- 

1     NAME OF REPORTING PERSONS                                             
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)     

Richard C. Breeden, as Trustee                        

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) / / 

                                                                   (b) / /

3     SECURITIES USE ONLY                                                   

4     SOURCE OF FUNDS*                                                      
WC                                                    

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED              
   PURSUANT TO ITEM 2(d) or 2(e)                                   /x/

6     CITIZENSHIP OR PLACE OF ORGANIZATION                                  
United States                                         

NUMBER OF      7   SOLE VOTING POWER                                        
SHARES                                                                  
BENEFICIALLY             485,700                                              
OWNED BY      8   SHARED VOTING POWER                                     
EACH                                                                  
REPORTING               780,000                                             
PERSON WITH                                                                   
9   SOLE DISPOSITIVE POWER                    

1,265,700                   
10   SHARED DISPOSITIVE POWER                   

0                           
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON          

1,265,700                                             

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN        
     SHARES*                                                           / /

SC 13D/A
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13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                    

6.1%                                                  
14    TYPE OF REPORTING PERSON*                                             

00                                                    
*SEE INSTRUCTIONS BEFORE FILLING OUT!   

SC 13D/A
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                                                         Page 3 of 5 Pages

 The cover page and Item 5 of the Statement filed pursuant to Rule 13d-1
under Section 13(d) of the Securities Exchange Act of 1934, as amended, on      
behalf of The Bennett Funding Group, Inc. ("BFG") and Bennett Management &      
Development Corp. ("BMDC"), with respect to a reportable event occurring on     
October 22, 1996, as amended by Amendment No. 1 dated January 20, 1999, are     
amended and restated as set forth herein.                                       

Item 5.   Interest in Securities of the Issuer.                                 

(a)  According to MTR's Quarterly Report on Form 10-Q for the quarter 
ended September 30, 1998, there were 20,855,775 shares of Common Stock issued   
and outstanding as of November 9, 1998.  The total number of shares             
beneficially owned by the Estate and by the Trustee, after the transactions     
described in Item 5(c) below, is 1,265,700 shares, representing approximately   
6.1% of the total issued and outstanding shares of Common Stock.                

(b)  Prior to the filing of the Petitions, BFG assigned the voting    
rights for an aggregate of 780,000 shares to the board of directors of MTR      
pursuant to an amendment to the Construction Loan Agreement described in Item   
6 below.  After the closing of the transaction described in Item 5(c) below,    
the Trustee has sole power to vote or direct the vote as to 485,700 shares      
and sole power to dispose or direct the disposition of 1,265,700 shares.        

(c)  The Trustee disposed of a total of 264,300 shares of Common Stock
as follows:                                                                     

SC 13D/A
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                                                         Page 4 of 5 Pages

Number of Shares       Date Sold       Price Per Share           Manner         
----------------      -----------      ---------------           -------        
       9,000    November 17, 1998          $2.3958      open market sale
      10,000    November 18, 1998          $2.3750      open market sale
      10,600    November 20, 1998          $2.5059      open market sale
      12,500    November 25, 1998          $2.5060      open market sale
       6,000    November 27, 1998          $2.5885      open market sale
      10,000    November 30, 1998          $2.5625      open market sale
       5,000     December 1, 1998          $2.4375      open market sale
       9,000     December 1, 1998          $2.3958      open market sale
       1,700     December 2, 1998          $2.4375      open market sale
       9,000     December 3, 1998          $2.3750      open market sale
      10,000     December 9, 1998          $2.3400      open market sale
       2,000    December 10, 1998          $2.3438      open market sale
      16,000    December 11, 1988          $2.3750      open market sale
      12,500    December 16, 1998          $2.1250      open market sale
      13,000    December 17, 1998          $2.1538      open market sale
      37,000    December 18, 1998          $2.3378      open market sale
      20,000    December 21, 1998          $2.3547      open market sale
      15,000    December 22, 1998          $2.2940      open market sale
       8,500    December 23, 1998          $2.3879      open market sale
      22,500     January 15, 1999          $2.3125      open market sale
      15,000     January 19, 1999          $2.2658      open market sale
      10,000     January 20, 1999          $2.3156      open market sale

(d)  Not applicable.                                                  

(e)  Not applicable.                                                  

SC 13D/A
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                                                         Page 5 of 5 Pages

SIGNATURE 

 After reasonable inquiry and to the best of his knowledge and

belief, the undersigned certifies that the information set forth in this        

statement is true, complete and correct.                                        

DATED:  January 20, 1999                                                        

                         /s/  Richard C. Breeden
                              ------------------------------------------
                         Name:  Richard C. Breeden, as Trustee

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		1/26/99
		1/20/99		5		7
		1/19/99		1		6
		1/15/99		6
		12/23/98		6
		12/22/98		6
		12/21/98		6
		12/18/98		6
		12/17/98		6
		12/16/98		6
		12/10/98		6
		12/9/98		6
		12/3/98		6
		12/2/98		6
		12/1/98		6
		11/30/98		6
		11/27/98		6
		11/25/98		6
		11/20/98		6
		11/18/98		6
		11/17/98		6
		11/9/98		5
		9/30/98		5					10-Q
		10/22/96		5
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