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).
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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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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:
<TABLE>
<CAPTION>
Price
Number of Shares Date Sold Per Share Manner
<S> <C> <C> <C>
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
</TABLE>
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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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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
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Name: Richard C. Breeden, as Trustee
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