FORM 4
[ ] Check this box if no longer
subject to Section 16. Form 4 or Form
5 obligations may continue.
See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person*Needham, Mary Jo (Last) (First) (Middle)~~State~~939 ~~Route~~Riverside ~~2 SouthP.O. Box 358~~Avenue(Street)~~Chester~~Wellsville, WVOH ~~26034~~43968 (City) (State) (Zip) 2. Issuer Name and Ticker or Trading SymbolMTR Gaming Group, Inc. MNTG3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) 4. Statement for (Month/Year) February 20025. If Amendment, Date of Original (Month/Year) 6. Relationship of Reporting Person(s) to Issuer(Check all applicable) Director 10% Owner X Officer OtherOfficer/OtherDescription ~~Chief Financial Officer7~~7. Individual or Joint/Group Filing (Check Applicable Line) X Individual Filing Joint/Group Filing

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	3. Transaction Code and Voluntary Code (Instr. 8)Code \| V	4. Securities Acquired (A) or Disposed (D) Of (Instr. 3, 4, and 5) Amount \| A/D \| Price	5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)	6. Owner- ship Form: Direct(D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	0102/2320/2002	S \|	1013,~~000~~520 \| D \| $1617.0000		D
Common Stock	0102/2220/2002	S \|	111,~~200~~100 \| D \| $1517.~~7500~~0100		D
Common Stock	0102/1820/2002	S \|	3,~~800~~200 \| D \| $1517.~~7500~~0700	~~35,000~~	D
Common Stock	02/20/2002	S \|	4,500 \| D \| $17.0500		D
Common Stock	02/20/2002	S \|	1,480 \| D \| $17.0400		D
Common Stock	02/20/2002	S \|	1,200 \| D \| $17.0300		D
Common Stock	02/20/2002	M \|	25,000 \| A \| $7.3000	35,000	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

(over)
SEC 1474 (3-99)

Needham, Mary Jo - February 2002

Form 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conver- sion or Exercise Price of Deri- vative Security	3. Transaction Date (Month/ Day/ Year)	4. Transaction Code and Voluntary (V) Code (Instr.8)Code \| V	5. Number of Derivative Securities Acquired (A) or Disposed (D) Of (Instr. 3,4 and 5)	6. Date Exercisable(DE) and Expiration Date(ED) (Month/Day/Year) (DE) \| (ED)	7. Title and Amount of Underlying Securities (Instr. 3 and 4)	8. Price of Derivative Security (Instr.5)	9. Number of Derivative Securities Beneficially Owned at End of Month (Instr.4)	10.Owner-shipForm ofDeriv-ativeSecurity:Direct(D)orIndirect(I)	11. Nature of Indirect Beneficial Ownership (Instr.4)
2001 Stock Incentive Plan	$7.3000	02/20/2002	M \|	(D) 25,000	05/01/2001 \| 04/30/2011	Common Stock - 25,000		~~25,000~~0	D

Explanation of Responses :

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB number.

________________________________ __________________
** Signature of Reporting Person Date

Mary Jo Needham

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