Bally Technologies, Inc. – ‘10-K/A’ for 6/30/96

As of:  Tuesday, 11/12/96   ·   For:  6/30/96   ·   Accession #:  2491-96-30   ·   File #:  0-04281

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Amendment to Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment to Annual Report                            16±    71K 

Document Table of Contents

UNITED STATES               
SECURITIES AND EXCHANGE COMMISSION                
Washington, D.C.  20549                 

FORM 10-K/A                 
Amendment No. 1 to Form 10-K                

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE          
SECURITIES  EXCHANGE ACT OF 1934                
For the Fiscal Year ended June 30, 1996                 

Commission File Number 0-4281               
ALLIANCE GAMING CORPORATION               
(Exact name of registrant as specified in its charter)                
NEVADA                    88-0104066        
(State or other jurisdiction of     (I.R.S. Employer                
Incorporation or organization)     Identification No.)                

6601 S. Bermuda Rd                
Las Vegas, Nevada                  89119      
(Address of principal executive offices)      (Zip Code)                

Registrant's telephone number: (702) 270-7600               

Securities registered pursuant to Section 12(b) of the Act:               
None                

Securities registered pursuant to Section 12(g) of the Act:                 
Common Stock, $0.10 par value               

15% Non-Voting Senior Pay-in-Kind Special Stock, Series B,              
$0.10 par value               
(Title of Class)                

Indicate  by check mark whether the registrant (1) has filed  all               
reports  required  to be filed by Section  13  or  15(d)  of  the               
Securities  Exchange Act of 1934 during the preceding  12  months               
(or  for such shorter period that the registrant was required  to               
file  such  reports),  and (2) has been subject  to  such  filing               
requirements for the past 90 days.                                              
[X]  Yes   [  ]  No                                                             

Indicate  by  check  mark  if  disclosure  of  delinquent  filers               
pursuant  to Item 405 of Regulation S-K is not contained  herein,               
and will not be contained, to the best of registrant's knowledge,               
in  definitive  proxy or information statements  incorporated  by               
reference in Part III of this Form 10-K or any amendment to  this               
Form 10-K. [  ]                                                                 

The  aggregate  market value of the voting  stock  held  by  non-               
affiliates  of the registrant was approximately $100,314,000   as               
of October 16, 1996.                                                            

The   number  of  shares  of  Common  Stock,  $0.10  par   value,               
outstanding  as of October 16, 1996 according to the  records  of               
registrant's registrar and transfer agent, was 31,833,640.                      

GENERAL                                                                         
Alliance  Gaming Corporation ("Alliance", the "Company"  or         
the  "Registrant") hereby amends its Annual Report on  Form  10-K               
for the fiscal year ended June 30, 1996 by deleting its responses               
to  Items  10  through  13 contained in its original  filing  and               
replacing such sections with the following:                                     

ITEM 10 . DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                    

The name, age, present principal occupation or employment  and            
five-year  employment  history  of  each  of  the  directors  and               
executive  officers of Alliance as of  November 1,  1996  is  set               
forth  below.  No  director or executive officer  is  related  by               
blood,  marriage or adoption to any other director  or  executive               
officer.                                                                        

Name                  Age     Position with the Company                       

Steve Greathouse      45     Chairman of the Board, President                 
       and Chief Executive Officer
Jacques Andre         59     Director                                         
Anthony DiCesare      33     Director and Executive Vice                      
 President-Development
Craig Fields          50     Vice Chairman of the Board                       
Joel Kirschbaum       45     Director and Consultant                          
David Robbins         36     Director                                         
Alfred H. Wilms       51     Director                                         
Hans Kloss            55     President, Bally Gaming, Inc.                    
Robert Conover        50     President, Bally Systems Division                
Shannon L. Bybee      56     Executive Vice President-                        
          Government Affairs and Special
             Advisor to the Board of Directors
Scott Schweinfurth    42     Senior Vice President- Chief                     
           Financial Officer and Treasurer
David D. Johnson      44     Senior Vice President, General                   
 Counsel and Secretary
Robert L. Miodunski   45     Senior Vice President- Route                     
Group (Nevada)      
Robert L. Saxton      43     Senior Vice President-Casino                     
Operations          
Johnann F. McIlwain   49     Vice President-Marketing                         
Robert A. Woodson     46     Vice President-Regulatory                        
Compliance          

The  Company's bylaws provide that the Board of  Directors          
shall consist of no fewer than three or more than nine directors,               
with the exact number to be fixed by the Board of Directors.  The               
Company's  bylaws  provide that the Board of Directors  shall  be               
divided into three classes as nearly equal in number as possible,               
with  each  class  having a term of three years  or  until  their               
successors  are  duly  qualified.  Pursuant  to  the  Stockholder               
Agreement described below, the Board of Directors has fixed  the                
number of directors at seven.                                                   

As  contemplated by the Stockholders Agreement dated as  of         
September 21, 1993 by and among Alliance,Kirkland Investment Corporation("KIC"),
Gaming Systems Advisors, L.P. ("GSA"), Kirkland-Ft. Worth Investment Partners,  
L.P., ("KFW") and  Mr.Wilms  (as amended, the "Stockholders Agreement"), the    
Board of Directors of Alliance is to consist of four persons designated by      
KIC  (currently Messrs. Kirschbaum, DiCesare, Robbins and Andre),               
one  person designated by Mr. Wilms (Mr. Wilms) and two directors               
designated  by a majority of the Board of Directors  of  Alliance               
(currently  Messrs.  Fields  and Greathouse).  Mr.  Wilms   is                  
entitled  to attend all meetings of the committees of  Alliance's               
and its subsidiaries' Boards of Directors. In addition, under the               
Stockholders  Agreement,  Mr. Wilms  is  contractually  obligated               
until  September 21, 1997 to vote his shares of Common  Stock  in               
favor  of  the  four  nominees of KIC to the  Alliance  Board  of               
Directors.                                                                      

The  following  table  sets  forth  the  names  of,  and  certain               
information with respect to, the terms of the directors:                        

Director      Term  
 Since       Expires
Jacques Andre                  1996         1998                                
Anthony DiCesare (2)(3)        1994         1996  (5)                           
Dr. Craig Fields(2)            1994         1997                                
Steve Greathouse               1994         1997                                
Joel Kirschbaum(3)             1994         1996 (5)                            
David Robbins (1)(4)           1994         1998                                
Alfred H. Wilms (1)(2)(3)(4)   1983         1997                                
______________                                                                  
(1) Member of the Audit Committee                                               
(2) Member of the Executive Committee                                           
(3) Member of the Nominating Committee                                          
(4) Member of the Compensation Committee                                        
(5)  The terms for these directors end at the next regularly scheduled Annual   
Meeting, at which time they can be nominated for  a  new                        
term.   The Company expects that this meeting will take place during the first  
half of 1997.                                                                   

Steve  Greathouse  joined  Alliance  as  President  and  Chief            
Executive  Officer in August 1994, was appointed  a  director  in               
October  1994,  and became Chairman of the Board in  March  1995.               
Mr.  Greathouse,  who has held various positions  in  the  gaming               
industry since 1974, most recently served as the President of the               
Harrah's   Casino   Hotels  Division  of  The  Promus   Companies               
Incorporated from September 1993 to July 1994. In this  position,               
Mr.  Greathouse  had responsibility for Harrah's resorts  in  Las               
Vegas,  Laughlin,  Reno,  Lake  Tahoe  and  Atlantic  City.  From               
July  1991  to September 1993, Mr. Greathouse served as President               
and  (from  1990)  Chief Operating Officer of  Harrah's  Southern               
Nevada,  overseeing  the  operations of Harrah's  Las  Vegas  and               
Harrah's Laughlin. From 1990 to July 1991, Mr. Greathouse  served               
as   Executive  Vice  President  of  Harrah's  Southern   Nevada.               
Mr. Greathouse is an active member and has served as the Chairman               
of  the  Board  of the Nevada Resort Association and  is Chairman of the Board  
and serves  on  the Executive Committee of United Way of Southern Nevada. He    
has also served  as  a member of the Board of Directors of the  Las  Vegas      
Convention and Visitors Authority and on the Executive  Committee               
of  the Nevada Development Authority. Mr. Greathouse has tendered               
his  resignation  to the Company which will be  effective  as  of               
December 31, 1996.                                                              

Jacques P. Andre was appointed a director in August 1996.  Mr.            
Andre   has   been  a  partner  with  Paul  Ray   Berndtson,   an               
international  executive search firm, from 1975 to  the  present.               
He  also serves on its Board of Directors.  From 1965 to 1975, he               
was consultant with Ernst & Young (then Ernst & Ernst).                         

Anthony  L.  DiCesare  was  employed  by KIC,  a private investment       
management  company,from  April  1991 to July 1994 and joined Alliance  as      
Executive Vice  President-Development and as a director in July 1994. Prior     
to that time and following his graduation from business school in               
1989,  he  was employed as an associate at Wasserstein, Perella  &              
Co.,  Inc. from September 1989 to April 1991, where he worked  in               
the Mergers and Acquisitions group.                                             

Dr. Craig Fields was appointed a director and Vice Chairman of            
the  Board in October 1994 . Dr. Fields was employed by the  U.S.               
Department of Defense Advanced Research Projects Agency  ("ARPA")               
from  1974  to 1990. He joined the Microelectronics and  Computer               
Technology  Corporation ("MCC") in 1990 as  President  and  later               
became  Chairman  and  CEO. He left MCC in 1994,  and  serves  as               
director of two publicly-traded corporations in addition  to  the               
Company, Ensco, Inc. and Projectavision, Inc.                                   

Joel  Kirschbaum  was appointed a director in  July  1994  and            
served as Chairman of the Board from July 1994 to March 1995  and               
is  a  consultant  to  the Company. Mr. Kirschbaum  is  the  sole               
stockholder,  director  and officer of KIC,  which  is  the  sole               
general  partner  in   KFW, and of GSA, Inc.  ("GSI"), which is  the  sole      
general partner in GSA. He  has been  engaged in operating the businesses of    
KIC and   KFW  since January 1991 when KIC and  KFW were established, and GSI   
and  GSA since  June  1993.  Prior to that time,  he  worked  at  Goldman,      
Sachs  & Co. for 13 years, during the last six of which he was  a               
General Partner. When he established KIC and  KFW, Mr. Kirschbaum               
resigned his general partnership interest in Goldman, Sachs & Co.               
and became a limited partner. Mr. Kirschbaum resigned his limited               
partnership interest in Goldman, Sachs & Co. in November 1993.                  

David  Robbins  was  appointed  a  director  in  July   1994.           
Mr.  Robbins  has  been  an  attorney with  O'Sullivan,  Graev  &               
Karabell, LLP from September 1995 to the present. From  May  1993               
to  September  1995,  Mr. Robbins was an  attorney  with  Kramer,               
Levin,  Naftalis,  Kamin  &  Frankel.  From  September  1984   to               
May  1993,  Mr.  Robbins was an attorney  with  Cahill  Gordon  &               
Reindel.                                                                        

Alfred  H.  Wilms has served as a director of  Alliance  since            
November  1983. He served as Chief Executive Officer of  Alliance               
from  December 1984 to July 1994 and as Chairman of the Board  of               
Alliance  from August 1986 to July 1994. From 1976 through  1989,               
Mr. Wilms served as President of Wilms Distributing Company, Inc.               
and  Wilms Export Company, N.V., a Belgian company engaged in the               
distribution of amusement and gaming equipment. From 1971 through               
1976,  Mr.  Wilms held various positions with Bally  Continental,               
including  positions  in  research  and  development,  marketing,               
sales,  gaming operation and management, and, from  1974  through               
1979,  he  served  as  a  director of Bally  Manufacturing  Corp.               
Mr.  Wilms  is currently President and a director of  Aqualandia,               
the  largest  waterpark in Europe; President and  a  director  of               
Gibsa, a real estate company located in Spain; and a director  of               
Jardin  Parks, a real estate company located in Spain. Mr.  Wilms               
is a citizen and resident of Belgium.                                           

Hans  Kloss joined Alliance in June 1996 as President and Chief Operating 
Officer of Bally Gaming,  Inc.  and Co-Managing Director of Bally Wulff         
Automaten and  Bally  Wulff  Vertriebs and Managing  Director  of  Alliance     
Automaten GmbH & Co. KG.  Prior to joining the Company, Mr. Kloss               
had  been a director of BGII since August 1991 and President  and               
Chief  Operating Officer of BGII since May 1993.  Mr.  Kloss  had               
been  the Managing Director of BGII's German subsidiaries,  Bally               
Wulff  Automaten and Bally Wulff Vertriebs, since  1981  and  has               
been employed by those companies since 1970                                     

Robert  Conover joined Alliance in June 1996 as President of Bally Systems
division of Bally Gaming, Inc. Prior to joining the Company, Mr. Conover served 
as the President of Bally Systems and has held  that position  since  November  
1990. Mr. Conover also serves  as  Vice President  and  Chief Information       
Officer of Bally  Entertainment Corporation  ("BEC") and has served as such     
since December  1992. Mr. Conover is also Senior Vice President in charge of    
Management Information  Systems  Operations at  the  BEC  subsidiaries  that    
operate casino hotels, and has held that position since 1983.                   

Shannon  L. Bybee joined Alliance in July 1993 and  served  as            
President  and  Chief  Operating  Officer  until  July  1994.  In               
July  1994,  Mr.  Bybee  assumed  the  roles  of  Executive  Vice               
President-Government Affairs and Special Advisor to the Board  of               
Directors  and  also took a position as Associate Professor  with               
the  William  F. Harrah College of Hotel Administration  and  the               
UNLV  International Gaming Institute at the University of Nevada,               
Las Vegas. Mr. Bybee currently serves as a member of the board of               
directors  of  The  Claridge  Hotel  and  Casino  Corporation,  a               
position  he has held since August 1988. Prior to his association               
with Alliance, Mr. Bybee had served as Chief Executive Officer of               
The  Claridge  Hotel and Casino Corporation from August  1989  to               
July  1993.  From 1983 to 1987 Mr. Bybee served  as  Senior  Vice               
President  and  from  1978 to 1981 as Vice  President  of  Golden               
Nugget, Inc. (now Mirage Resorts, Inc.).                                        

Scott Schweinfurth joined Alliance  in June 1996 as Senior Vice             
President,  Chief  Financial Officer  and  Treasurer.   Prior  to               
joining  the Company, Mr. Schweinfurth had served as  the  Senior               
Vice  President, Chief Financial Officer and Treasurer of BGII  .               
since  March  1995. Prior to joining BGII, Mr.  Schweinfurth  had               
been  a partner at the accounting firm of Ernst & Young LLP since               
October  1988, having joined the audit staff of its  predecessor,               
Arthur Young & Company, in September 1976.  Mr. Schweinfurth is a               
Certified Public Accountant.                                                    

David  D.  Johnson joined Alliance as Senior  Vice  President,            
General   Counsel  and  Secretary  in  March  1995.   Previously,               
Mr.   Johnson  developed  extensive  gaming  industry  experience               
representing  a  diverse  group of casino  clients  as  a  Senior               
Partner at Schreck, Jones, Bernhard, Woloson & Godfrey, a  Nevada               
law  firm where he was employed from January 1987 to April  1995.               
Prior  to  joining Schreck, Jones, Bernhard, Woloson  &  Godfrey,               
Mr.  Johnson  served  as Chief Deputy Attorney  General  for  the               
gaming   division  of  the  Nevada  Attorney  General's   Office.               
Mr. Johnson serves as Vice Chairman of the Executive Committee of               
the  Nevada State Bar's Gaming Law Section and is an officer  and               
founding member of the Nevada Gaming Attorneys Association.                     

Robert  L. Miodunski joined Alliance as Senior Vice President-            
Route  Group  (Nevada)  in  March  1994.  From  January  1991  to               
March  1994,  Mr.  Miodunski was President  of  Mulholland-Harper               
Company,  a  sign  manufacturing and service company.  From  1984               
through  1990, Mr. Miodunski held various positions with  Federal               
Signal  Company, the most recent being Vice President and General               
Manager of the Midwest Region of the Sign Group.                                

Robert  L.  Saxton  joined  Alliance  in  1982  as  Corporate           
Controller  and was elected Vice President-Casino  Operations  in               
December 1993 and Senior Vice President-Casino Operations in June               
1996.  Since  joining  Alliance,  Mr.  Saxton  has  held  various               
management positions with the Gaming Machine operations  business               
unit  and is currently responsible for casino operations. He also               
serves as President of Alliance's Louisiana subsidiaries.                       

Johnann  F.  McIlwain joined Alliance in  June  1994  as  Vice            
President-Marketing.  From 1991 to 1992, Ms.  McIlwain  was  Vice               
President  of  Marketing of Greenwood, Inc., a Philadelphia-based               
gaming  and  entertainment company. From 1989 to  1991,  she  was               
Director   of   Marketing  Services  for  Hospitality   Franchise               
Systems,  Inc.  in  Parsippany,  New  Jersey.  Prior  to  joining               
Hospitality  Franchise  Systems,  Inc.  Ms.  McIlwain  served  as               
Director  of  Advertising  for the Resorts  International  Casino               
Hotel  and  the  Trump Taj Mahal Casino Hotel. Ms.  McIlwain  has               
tendered  her resignation to the Company which will be  effective               
as of November 30, 1996.                                                        

Robert A. Woodson joined Alliance in 1988 as Director of Gaming             
Compliance   and   was   promoted  to  Vice  President-Regulatory               
Compliance   in  September  1993.  Prior  to  joining   Alliance,               
Mr.  Woodson was with the Investigation Division of the State  of               
Nevada Gaming Control Board for 10 years.                                       

Section 16(a) Beneficial Ownership Reporting Compliance                         

Section   16(a)  of  the  Exchange  Act  requires  the  Company's               
directors  and executive officers, and person who own  more  than               
ten percent of a registered class of Alliance's equity securities               
("Insiders"),  to  file with the Commission  initial  reports  of               
ownership  and  reports of changes in ownership of the  Company's               
Common   Stock.   Insiders  are  required  by  the   Commission's               
regulations  to  furnish the Company with copies of  all  Section               
16(a) reports filed by such persons.  To the Company's knowledge,               
based  on  its review of the copies of such reports furnished  to               
the  Company  during  the fiscal year ended  June  30,  1996,  all              
Section  16(a)  filing requirements applicable to  Insiders  were               
complied with, except that  Mr. Kloss and Mr. Schweinfurth  filed               
Form  3's  which did not meet the filing deadline.  In  addition,               
Mr. Conover  is delinquent in filing his Form 3 and Form 5.                     

ITEM 11 . EXECUTIVE COMPENSATION                                                

The following table sets forth the compensation paid or to  be            
paid by the Company to the Company's chief executive officer  and               
its   four  other  most  highly  compensated  executive  officers               
receiving  over  $100,000 per year for services rendered  in  all               
capacities to the Company during the fiscal year ended  June  30,               
1996, and one individual who met the criteria for disclosure  but               
was  not  serving as an executive officer at June 30, 1996   (the               
"Named Executive Officers"):                                                    

                                                        [Enlarge/Download Table]

Summary Compensation Table *                                                                  

                          Fiscal                                    Long-Term                 
                          Year          Annual Compensation         Compensation  (1)         
 Name and                 Ending                      Other Annual  AwardsAll     Other       
Principal Position        June 30  Salary     Bonus   Compensation  Options       Compensation
                                                                                              
Steve Greathouse (2)       1996   $400,000   $450,000    (4)            -          $12,349    
 President, Chairman of    1995    338,462  1,312,500    (4)         500,000         4,638    
 the Board and Chief                                                                          
 Executive Officer                                                                            

Anthony DiCesare           1996   $250,000   $375,000    (4)            -           $8,652    
 Executive Vice President  1995    170,347        -      (4)            -            5,942    
 -Development                                                                                 
David D. Johnson           1996   $200,000   $350,000    (4)            -           $6,277    
 Senior Vice President,    1995     38,462     50,000    (4)         200,000         1,486    
 General Counsel                                                                              
 and Secretary                                                                                

Robert L. Miodunski        1996   $194,808    $70,000    (4)          36,000        $8,418    
 Senior Vice President     1995    175,000     75,000    (4)            -            4,816    
 -Route Group (Nevada)     1994     47,115     15,000    (4)          85,000           807    

Robert L. Saxton           1996   $190,846    $80,000    (4)            -           $6,043    
 Senior Vice President     1995    175,000     35,000    (4)            -            5,988    
 -Casino Operations        1994    123,077     15,000    (4)         110,000         5,723    

John W. Alderfer           1996   $255,569         -     (4)            -           $9,954    
 Former Senior Vice        1995    228,756         -     (4)         150,000        19,127    
 President,Treasurer and   1994    222,137     50,000    (4)            -           19,622    
 Chief Financial Officer(3)                                                                   

________________                                                                
*    As used in the tables provided under the caption "Executive                
Compensation," the character  " - " is used to represent              
"zero."                                                               

(1)  "All Other Compensation" for 1996 includes (i) contributions               
made  by the Company to the Company's Profit Sharing  401(k)          
Plan in amounts of $0, $2,375, $0, $2,375, $0, and $2,375 on          
behalf  of  Mr. Greathouse, Mr. DiCesare, Mr.  Johnson,  Mr.          
Miodunski, Mr. Saxton, and Mr. Alderfer respectively, ,  and          
(ii)  payments  made  in connection with  health,  life  and          
disability insurance programs in amounts of $12,349, $6,277,          
$6,277,  $6,043,  $6,043  and  $7,579  on  behalf   of   Mr.          
Greathouse,  Mr. DiCesare, Mr. Johnson, Mr.  Miodunski,  Mr.          
Saxton, and Mr. Alderfer, respectively.                               
(2)  Mr.  Greathouse  joined the Company as President  and  Chief               
Executive Officer in August 1994 and assumed the position of          
Chairman of the Board of Directors in March 1995.                     
(3)  In June 1996, Mr. Alderfer resigned from the Company.                      
(4)  The  aggregate  amount of such compensation to  be  reported               
herein  is  less  than the lesser of either  $50,000  or  10          
percent  of  the total annual salary and bonus reported  for          
the Named Executive Officer.                                          

Option/SAR Grants in Last Fiscal Year                                           

The  following table relates to options granted during the fiscal               
year ended June 30, 1996:                                                       

                                                        [Enlarge/Download Table]

                                                                          Potential       
                                                                      Realizable Value at 
                                Individual Grants                     Assumed Annual Rates
                                   %  of Total                             of Stock       
                                     Granted                          Price Appreciation  
                  Options     to Employees in   Exercise  Expiration    for Option Term   
Name              Granted     Fiscal Year        Price      Date          5%       10%    
                                                                                          
Robert Miodunski  36,000 (a)       11.4%         $5.50     8/31/05    $125,000  $316,000  

____________                                                                    
(a) The options granted vest in equal increments over three years               
beginning on September 1, 1997                                                  

Aggregated  Option/SAR Exercises in Last Fiscal Year  and  Fiscal               
Year-End Option/SAR Values                                            

The  following  table  relates to options  exercised  during  the               
fiscal  year ended June 30, 1996 and options outstanding at  June               
30, 1996:                                                                       

                                                        [Enlarge/Download Table]

                                           Number of Unexercised         Value of Unexercised    
                      Shares                     Options at            In-the-Money Options at   
                   Acquired on    Value        June 30, 1996                  June 30, 1996      
Name                Excercise   Realized  Exercisable  Unexercisable  Exercisable  Unexercisable 
                                                                                                 
Steve Greathouse        -           -        83,333       416,667          -         $469,000 (a)
Anthony DiCesare        -           -          -             -             -             -       
David D. Johnson        -           -        66,667       133,333          -             -       
Robert L. Miodunski     -           -        56,667        64,333          -             -       
Robert L. Saxton        -           -        70,000        68,000          -             -       
John W. Alderfer        -           -       237,000          -         $103,125          -       

_________                                                                       
(a)        Represents the value of 250,000 warrants with a strike               
price  of  $1.50, which become exercisable in equal amounts  only               
when  the  Common Stock price reaches $11, $13 and  $15,  and  is               
computed  as  the  difference between the strike  price  and  the               
closing price on the last day of the fiscal year                                

Directors' Compensation                                                         

Directors  of  the  Company  who  are  also  employees  are   not               
separately  compensated  for  their services  as  directors.  Fee               
arrangements with other Directors of the Company are presently as               
follows:   (i) Mr. Kirschbaum, $250,000 per year for all services               
as  a Director, member of the Nominating Committee and consultant               
;  (ii)  Dr. Fields, $250,000 per year for all services  as  Vice               
Chairman  of  the Board and Chairman of the Executive  Committee;               
(iii) Mr. Wilms, $150,000 per year for all services as a Director               
and  member of various committees; and (iv) Mr. Robbins,  $35,000               
per  year  for all services as a Director and member  of  various               
committees.   Fee arrangements for Mr. Andre have  not  yet  been               
finalized.   Directors are also reimbursed for  their  reasonable               
out-of-pocket expenses incurred on Company business.                            

The Board of Directors granted Mr. Kirschbaum a bonus of $575,000               
related  to  the  two-year period ended June 30, 1996  which  was               
paid in the quarter ended September 30, 1996.                                   

The  Board  of Directors granted Dr. Fields a bonus  of  $300,000               
related  to  the  two-year period ended June 30, 1996  which  was               
paid in the quarter ended September 30, 1996. As a result of  the               
consummation of the Merger, Dr. Fields was granted 150,000  stock               
options  at  $3.4375  per share effective  June  18,  1996  which               
immediately  vested and are exercisable through  June  18,  2001.               
From time to time in the past, other directors have been provided               
with stock options.                                                             

Employment and Severance Arrangements                                           

The  Company has agreed to employ Mr. Greathouse for  a  term  of               
three  years ending August 14, 1997 at a base salary of $400,000,               
plus  a  bonus  to be determined by the Board of  Directors.   In               
addition,  Mr. Greathouse received (i) 250,000 shares  of  Common               
Stock,  (ii) warrants to purchase 250,000 shares of Common  Stock               
on  terms substantially similar to the warrants issued to GSA  in               
September  1993 ("Incentive Warrants"), which Incentive  Warrants               
vested  in  August  1995, and (iii) options to  purchase  250,000               
shares  of  Common  Stock pursuant to the  Company's  1991  Stock               
Option  Plan  ("Employee Options"), which Employee  Options  will               
vest ratably over a three-year period. The arrangement with Mr. Greathouse      
will  entitle him to receive coverage under Company welfare plans               
and  the  reimbursement of certain expenses. Mr.  Greathouse  has               
tendered  his resignation to the Company which will be  effective               
as of December 31, 1996. In connection with Mr. Greathouse's resignation, the   
Company has agreed to pay him in discharge of its obligations under his         
employment contract approximately $425,000 plus accrued vacation time and       
$225,000 for consulting services to be provided during 1997.                    
In addition, the Company will continue Mr. Greathouse's coverage under certain  
benefit plans until August 1997 and has vested all his unvested stock options.  

The  Company  was  party  to  an Employment  Agreement  with  Mr.               
Alderfer  that  expired in September 1996. Mr. Alderfer  resigned               
from  the  Company in June 1996, and the Company and Mr. Alderfer               
are   currently  in  arbitration  over  the  settlement  of   Mr.               
Alderfer's Employment Agreement.                                                

The  Company  is  party  to  an  Employment  Agreement  with  Mr.               
Miodunski for a term of  three years ending August 31, 1998 which               
generally  provides  for  a base salary  of  $200,000  per  year,               
participation   in  the  Company's  compensation   programs   for               
corporate  officers, receipt of 85,000 stock  options  under  the               
1991  Plan  to  vest  over  a three-year  period,  and  severance               
benefits of one year's base salary if Mr. Miodunski is terminated               
without cause.                                                                  

Compensation Committee Interlocks and Insider Participation                     

The Compensation  Committee is currently comprised of Mr.  Wilms  and           
Mr. Robbins.  During such fiscal year, the Executive Committee of               
the   Board   and   the  entire  Board  of  Directors   generally               
participated in deliberations concerning the compensation of  the               
Company's  executive officers.  Mr. Wilms served as the Company's               
Chief  Executive Officer from December 1984 to July 1994.   Other               
than current and previous positions disclosed in the previous tables, no other  
member  of  the  Company's Board of Directors was an  officer  or               
employee of the Company or any subsidiary during the fiscal  year               
ended June 30, 1996 or is a former officer of the company or  any               
subsidiary.                                                                     

In  March  1992, Mr. Wilms committed to provide the VSI  Loan  to               
Alliance's  majority controlled subsidiary, VSI. As consideration               
for  Mr. Wilms commitment, Alliance issued to Mr. Wilms a warrant               
to purchase 200,000 shares of Alliance Common Stock at a purchase               
price  of  $2.50  per  share and agreed to  issue  an  additional               
warrant  to  purchase 1.8 million shares of  Common  Stock  at  a               
purchase price of $2.50 per share upon funding of the full amount               
of  such  loan.  Both  warrants    have  an  expiration  date  of               
September  1,  1998.  Mr. Wilms is entitled  to  one  demand  and               
unlimited piggyback registration rights covering resale  for  the               
Common Stock underlying the warrants . The exercise price of  the               
warrants  was determined based on an analysis of, and a  fairness               
opinion  with respect to, the transaction and on the price  range               
of  the  Common  Stock during a period prior to  announcement  of               
Alliance's  expansion  into  Louisiana.  The  VSI  Loan  required               
quarterly  interest and principal payments with an interest  rate               
equal  to  2%  above the London InterBank Offered Rate,  adjusted               
quarterly.  The  VSI Loan was held by CTC, a Belgian  corporation               
owned by Mr. Wilms and members of his family. During fiscal years               
1993  and 1994, a total of $6.5 million was funded under the  VSI               
Loan.   All  scheduled principal and interest payments were  made               
through  September 1996, at which time the Board approved (except               
for  Mr. Wilms who abstained from voting) the early payoff of the               
remaining  principal balance and accrued interest  totaling  $2.8               
million.                                                                        

David  Robbins, a director of Alliance appointed to the Board  of               
Directors in July 1994, was employed until July 1995 by  the  law               
firm  of Kramer, Levin, Naftalis, Nessen, Kamin & Frankel and  is               
currently with the law firm of O'Sullivan, Graev & Karabell, LLP,               
both  of which have represented Alliance in various matters.  The               
firms  received  fees from Alliance of $493,000 and  $112,000  in               
fiscal 1995 and 1996, respectively.                                             

ITEM  12  .  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS  AND               
MANAGEMENT                                                                      

The following table sets forth certain information as of  October               
31  , 1996 with respect to the beneficial ownership of the Common               
Stock,  which  constitutes Alliance's only outstanding  class  of               
voting  securities, by (i) each person who, to the  knowledge  of               
Alliance,  beneficially owned more than 5% of the  Common  Stock,               
(ii)  each  director  of the Company, (iii) the  Named  Executive               
Officers  of  Alliance  (as  defined in  the  Exchange  Act)  and               
(iv) all executive officers and directors of Alliance as a group.               
Except as indicated beneficial ownership includes the sole  power               
to  vote and to dispose of the securities in question.  Except as               
indicated  in  footnotes  15 and 16 to the  following  table,  no               
director or executive officer of Alliance owned any other  equity               
securities of Alliance.                                                         

                       Amount of       Percent
                      Shares            of
                           (1)          Class(1)

Alfred H. Wilms                         7,034,082(2)      20.8%                 

FMR Corp.                               3,271,086(3)      10.3%                 
82 Devonshire Street                                                          
Boston, MA 02109                                                              

AXA Assurances I.A.R.D Mutuelle and     2,352,656(4)       7.3%                 
AXA Assurances Vie Mutuelle                                                     
21, rue de Chateaudun                                                         
75009 Paris France                                                            
Alpha Assurances I.A.R.D Mutuelle and                                           
Alpha Assurances Vie Mutuelle                                                   
100-101 Terrasse Boieldieu                                                    
92042 Paris La Defense France                                                 
Uni Europe Assurance Mutuelle                                                   
24, rue Drouot                                                                
75009 Paris France                                                            
AXA                                                                             
23, avenue Matignon                                                           
75008 Paris France                                                            
The Equitable Companies Incorporated                                            
787 Seventh  Avenue                                                           
New York, New York 10019                                                      

Joel Kirschbaum                         1,016,800(5)       3.1%                 
Kirkland Investment Corporation                                               
535 Madison Avenue                                                            
New York, New York 10022                                                      

Steve Greathouse                          565,500(6)       1.7%                 
Craig Fields                              337,500(7)       1.0%                 
Anthony L. DiCesare                       391,300(8)       1.2%                 
David Robbins                              28,400(9)        *                   
Jacques Andre                               2,700           *                   
Shannon L. Bybee                          315,000(10)      1.0%                 
Scott Schweinfurth                         30,000(11)       *                   
David D. Johnson                           66,667(12)       *                   
Robert L. Miodunski                        68,667(13)       *                   
Robert L. Saxton                           70,000(14)       *                   
Hans Kloss                                822,654(15)      2.6%                 
Robert Conover                            131,797(16)       *                   
Robert A. Woodson                          12,000(17)       *                   
Johnann F. McIlwain                        25,000(18)       *                   
John W. Alderfer                          237,000(19)       *                   
All executive officers and directors   10,784,733(20)    30.3%                  
as a group                                                                    

_______                                                                         

*  Less than 1%.                                                              

(1)  Excludes  the  effect of (a) the issuance of  (i)  2,750,000               
shares at $1.50 per share  subject  to  warrants  originally  issued  to        
KFW   and (ii)  1,250,000  shares at $1.50 per share  subject  to  warrants     
originally  issued to GSA pursuant to the GSA Advisory  Agreement               
on  September  21, 1993 and 2,500,000 shares at $1.50  per  share               
subject  to additional warrants originally issued to  GSA  upon                 
consummation  of the Merger, all of which become  exercisable  in               
equal amounts only when the stock price reaches $11, $13 and $15.               
Pursuant  to an amendment to Schedule 13D filed on  October  31,                
1996,  as part of a distribution of assets from KFW and  GSA  to                
KIC and GSI on one hand and to Kirkland Investors, L.P.  on                     
the  other  hand,  such warrants which were  distributed  or  are               
provided  to  be distributed to Kirkland Investors, L.P.  are  no               
longer deemed owned by Mr. Kirschbaum, KIC or  KFW. A certain portion of the    
employee stock options referred to below have been approved by the Board of     
Directors and are to be granted under a new option plan that will be submitted  
to stockholders at the next regularly scheduled Annual Meeting.                 

(2)  Includes  2,000,000 shares at $2.50  per  share  subject  to               
warrants issued to Mr. Wilms. Mr. Wilms' mailing address is  6601               
S. Bermuda Rd, Las Vegas, Nevada 89119.                                         

(3)    FMR  Corp.  filed  on September 11, 1996  a  Schedule  13G               
indicating ownership as of June 18, 1996 of 3,271,086 shares.                   

(4)   The  Mutuelles  AXA as a group,  AXA  and  The  Equitable                 
Companies  Incorporated  ("AXA") filed on February 14,  1995,  as               
amended from time to time and most recently on October 9, 1996, a               
Schedule 13G indicating ownership as of September 30, 1996 of (i)               
385,020  shares  held  by  AXA  managed  mutual  funds  and  (ii)               
1,967,636 shares held for investment purposes (of which 2,000 are               
held with shared investment power and   500,000 of  which may be                
acquired  upon exercise of certain warrants at $8.25  per  share)               
by  Donaldson,  Lufkin  &  Jenrette  Securities  Corporation,   a               
subsidiary   of    The  Equitable  Companies,   Incorporated,   a               
subsidiary of AXA).                                                             

(5) Includes 466,800 shares owned, and 550,000 shares subject  to               
options that are currently exercisable or will become exercisable               
within  60 days or upon shareholder approval.  Also,  based  upon               
information contained in a Schedule 13D filed on June  23,  1994,               
as amended  from time to time and most recently on October 31,                  
1996,  and  provided to Alliance by such persons  which indicated               
that  each  of  them held sole voting and disposition  over  such               
shares.  Of  such shares, certain amounts  have been or  will  be               
sold  or  distributed to a financial advisor, Mr.  DiCesare  and,               
possibly, certain other persons, as set forth in the Schedule 13D               
provided to Alliance by Mr. Kirschbaum, KIC,  KFW and GSA.                      

(6)  Includes 315,500 shares owned. Also includes 250,000  shares               
subject to options that are currently exercisable or will  become               
exercisable  within 60 days and excludes warrants exercisable  at               
$1.50  per  share  for 250,000 shares portions  of  which  become               
exercisable  in equal amounts only when the stock  price  reaches               
$11, $13 and $15.                                                               

(7)  Represents   shares subject to options  that  are  currently               
exercisable  or will become exercisable within 60 days.  Excludes               
warrants exercisable for 250,000 shares portions of which  become               
exercisable  in equal amounts only when the stock  price  reaches               
$11, $13 and $15.                                                               

(8)  Includes 16,300 shares owned, and 375,000 shares subject  to               
options that are currently exercisable or will become exercisable               
within 60 days or upon shareholder approval.  Excludes  certain                 
additional  shares to which Mr. DiCesare is entitled based upon information     
contained  in  the Schedule  13D referred to in Note (5) above. Mr. DiCesare    
has certain  rights to receive a portion of the securities  that  KIC           
is entitled to receive upon dissolution of KFW and that GSI                     
would be entitled to receive upon dissolution of GSA.                           

(9)  Includes  8,400 shares owned.  Also includes 20,000  options               
granted to Mr. Robbins by  KFW based on information contained  in               
the Schedule 13D referred to in Note (5) above.                                 

(10)   Represents  shares subject to options that  are  currently               
exercisable or will become exercisable within 60 days.                          

(11)    Reprsents shares subject to options that are currently exercisable or   
will become exercisable within 60 days.                                         

(12)  Represents  shares subject to options that are  currently                 
exercisable or will become exercisable within 60 days.                          

(13)   Represents  shares subject to options that  are  currently               
exercisable or will become exercisable within 60 days.                          

(14)   Represents  shares subject to options that  are  currently               
exercisable or will become exercisable within 60 days.                          

(15)   Includes 816,736 shares owned and 5,918 shares subject  to               
options that are currently exercisable or will become exercisable               
within  60 days. In addition Mr. Kloss owns  3,690 shares of  the               
Company's  Series B Special Stock  that are currently exercisable               
or will become exercisable within 60 days (representing less than               
1% of this class of stock).                                                     

(16)  Includes  96,797  shares owned and 35,000 shares subject to               
options that are currently exercisable or will become exercisable               
within  60  days. In addition, Mr. Conover owns  1,377 shares  of               
the  Company's Series B Special Stock and has options to  acquire               
an  additional 2,337 shares of Series B Special Stock   that  are               
currently exercisable or will become exercisable within  60  days               
(representing less than 1% of this class of stock).                             

(17)   Represents  shares subject to options that  are  currently               
exercisable or will become exercisable within 60 days.                          

(18)   Includes 1,000 shares owned.  Also includes 24,000  shares               
subject to options that are currently exercisable or will  become               
exercisable within 60 days.                                                     

(19)   Represents  shares subject to options that  are  currently               
exercisable or will become exercisable within 60 days.                          

(20)   Includes 4,139,752  shares subject to options and warrants               
that  are currently exercisable or will become exercisable within               
60  days or upon shareholder approval.                                          

ITEM 13 .     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                    

Pursuant  to a letter agreement dated June 25,  1993  among         
GSA, Alliance and Mr. Wilms, Alliance engaged GSA to assist it in               
among  other  things,  identifying  opportunities  for  strategic               
transactions   and   in   structuring   and   negotiating    such               
transactions.  In  connection  with the  sale  of  $85  million  of             
convertible debentures in September 1993, Alliance issued to  GSA               
warrants  to  purchase 1,250,000 shares of Common Stock  with  an               
exercise  price  of  $1.50 per share exercisable  only  when  the               
common  stock  price reaches $11, $13, and $15  which  expire  on               
September  21, 1999. Upon consummation of the Merger, GSA  became               
entitled   under  the  letter  agreement  to  receive  additional               
warrants to purchase 2,500,000 shares of Common Stock on the same               
terms  except  that the expiration date is June  18,  2002.  Joel               
Kirschbaum,  a  director of and consultant to  Alliance, sole stockholder,      
dierctor and officer of GSI,  the  sole general  partner of GSA. Mr. DiCesare,  
a director  and  Executive Vice President-Development, has the right to receive 
a certain percentage of the  issued  warrants (which percentage may increase    
in  certain circumstances) to be distributed to GSI by GSA.                     

The  Stockholders  Agreement contains certain  registration         
rights  running  in favor of Kirkland, KIC, GSA,  Mr.  Wilms  and               
their   respective  transferees,  including  up  to  four  demand               
registration  rights each (and additional demand rights  for  Mr.               
Wilms  under  certain  circumstances),  at  the  expense  of  the               
Company,   and  provisions  granting  Mr.  Wilms  the  right   to               
participate in certain offerings of securities by the Company and               
by KIC and its transferees.                                                     

Jacques  Andre, a director of Alliance, is a  partner  with         
Paul  Ray  Berndtson. The Company has hired this firm to  perform               
certain personnel searches.  The  Company had agreed to pay  $200,000 at June   
30, 1996  as a retainer  for the  searches currently being conducted by this    
firm. The  actual fee  for the searches will be based on a percentage of the    
first year  compensation paid to the certain personnel if and when hired.       

Donaldson,  Lufkin  & Jenrette Securities  Corporation  has         
provided  certain  financial advisory services  to  the  Company.               
Amounts  paid to this firm totaled $2,214,000 during  the  fiscal               
year ended June 30, 1996.                                                       

See also "Compensation Committee Interlocks and Insider Participation".         

SIGNATURE       

Pursuant to the requirements of the Securities Exchange Act of                  
1934, the Registrant has duly caused this Amendment No. 1 to Form               
10-K to be signed on its behalf by the undersigned, thereunto                   
duly authorized.                                                                

       ALLIANCE GAMING CORPORATION

Date: November 12, 1996       By       /s/ Scott W. Schweinfurth                
         Name:    Scott W.Schweinfurth
                     Title:   Senior Vice President, Treasurer
                                   Treasurer and Chief Financial Officer
                      (Principal Financial and
                 Accounting Officer)

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K/A’ Filing		Date		Other Filings
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		9/21/99
		9/1/98
		8/31/98
		9/21/97
		9/1/97
		8/14/97
		12/31/96		10-Q,  10-Q/A
		11/30/96
		11/14/96		10-Q
Filed on:		11/12/96
		11/1/96
		10/31/96
		10/16/96
		10/9/96
		9/30/96		10-K,  10-Q
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For Period End:		6/30/96		10-K,  NT 10-K/A
		6/18/96		424B4,  8-K
		2/14/95		SC 13G/A
		6/23/94
		9/21/93
		6/25/93
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