Breeden Richard C – ‘SC 13D/A’ on 2/12/99 re: MTR Gaming Group Inc

As of:  Friday, 2/12/99   ·   Accession #:  893750-99-83   ·   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           5     24K 
                          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. 3)<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) 

February 4, 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.                 

(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           948,200                                                  
OWNED BY                                                                      
EACH       8   SHARED VOTING POWER                                        
REPORTING                                                                     
PERSON                 0                                                    
WITH                                                                      
9   SOLE DISPOSITIVE POWER                          

948,200                           

10   SHARED DISPOSITIVE POWER                         

0                             

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

948,200                                                     

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

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

4.5%                                                        

14   TYPE OF REPORTING PERSON*                                                  

00                                                          
*SEE INSTRUCTIONS BEFORE FILLING OUT!   

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SC 13D/A
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  The cover page and Items 5 and 6 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 and      
Amendment No. 2 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 948,200 shares, representing approximately     
4.5% of the total issued and outstanding shares of Common Stock.                

(b)  After the transactions described in Item 5(c) below, the Trustee 
has sole power to vote or direct the vote as to 948,200 shares and sole power   
to dispose or direct the disposition of 948,200 shares.                         

(c)  The Trustee disposed of a total of 581,800 shares of Common Stock
as follows:                                                                     

                                                                [Download Table]


                                           Price                       
Number of Shares      Date Sold            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
         6,000         January 21, 1999    $2.2552     open market sale
         5,000         January 22, 1999    $2.2250     open market sale
        16,000         January 25, 1999    $2.1895     open market sale
        28,000         January 26, 1999    $2.2154     open market sale
        29,000         January 27, 1999    $2.2263     open market sale
        25,000         January 28, 1999    $2.2613     open market sale
        29,100         January 29, 1999    $2.2652     open market sale
        25,000         February 1, 1999    $2.2825     open market sale
         8,300         February 2, 1999    $2.3031     open market sale
        33,000         February 3, 1999    $2.2509     open market sale
        30,000         February 4, 1999    $2.2500     open market sale
        21,000         February 5, 1999    $2.2902     open market sale
        40,000         February 8, 1999    $2.3125     open market sale
         7,000         February 9, 1999    $2.3125     open market sale
        13,100        February 10, 1999    $2.2500     open market sale
         2,000        February 11, 1999    $2.2500     open market sale


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SC 13D/A
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(d)  Not applicable.                                                  

(e)  The Estate and the Trustee ceased to be the beneficial owners of 
five percent of MTR's Common Stock on February 4, 1999.                         

Item 6.   Contracts, Arrangements, Understandings or Relationships With         
Respect to Securities of the Issuer.                        

 The Amendment of Construction Loan Agreement, dated September 19, 1996,
among the Trustee, MPI and MTR, grants the Trustee certain registration         
rights relating to the shares of MTR issued pursuant to the Construction Loan   
Agreement, to the extent the public sale of such shares is restricted.          

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SC 13D/A
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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:  February 12, 1999                                                       

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

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Dates Referenced Herein   and   Documents Incorporated by Reference

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		2/9/99		3
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		2/4/99		1		4			8-K
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		1/29/99		3
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		1/26/99		3					SC 13D/A
		1/25/99		3					SC 13D/A
		1/22/99		3
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		9/30/98		3					10-Q
		10/22/96		3
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