<PAGE>
                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549
                           _____________________________
                                          
                                 FORM 10-K/A NO. 1

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
                                         OR
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION PERIOD FROM
     ____________ TO ___________

                            Commission File No. 0-21426

                                CASINO DATA SYSTEMS
               (Exact name of registrant as specified in its charter)

                 NEVADA                             88-0261839
     (State or other jurisdiction                (I.R.S. Employer
   of incorporation or organization)            Identification No.)

        3300 BIRTCHER DRIVE
         LAS VEGAS, NEVADA                            89118
(Address of principal executive offices)            (Zip Code)

                                   (702) 269-5000
                (Registrant's telephone number, including area code)

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

Securities registered pursuant to Section 12(g) of the Act:  COMMON STOCK, NO
PAR VALUE

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. Yes   X    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 the 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.  Yes   X    No
                                  ----      ----

As of April 28, 1998, 18,065,897 shares of the Registrant's common stock were 
outstanding.  The aggregate market value of the Registrant's common stock 
held by non-affiliates of the Registrant on such date, based upon the last 
sale price of the common stock as reported on the Nasdaq National Market on 
April 28, 1998 was $59,913,877.  For purposes of this computation, affiliates 
of the Registrant are deemed only to be the Registrant's executive officers 
and directors.

                     DOCUMENTS INCORPORATED BY REFERENCE: NONE

                 Total number of pages, including cover page [    ]
                                          
<PAGE>

                                      PART III
                                          
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS AND EXECUTIVE OFFICERS

     The following persons currently serve the Company as executive officers 
and/or members of its Board of Directors. With the exception of Mr. Mower, 
each such person has consented to serve an additional term as director, if 
elected at the Company's next annual meeting of shareholders.

     STEVEN A. WEISS, age 35, founded the Company in June 1990 and served as 
the Company's Chairman of the Board from June 1990 to August 1994, and from 
November 1994 to the present. Mr. Weiss has served as an executive officer of 
the Company since its inception, including as Chief Executive Officer, and 
currently serves as President of its Research and Development Division. Mr. 
Weiss designed the prototype slot accounting and player tracking system that 
evolved into the Company's OASIS information management system in 1991. Prior 
thereto, Mr. Weiss was employed by Bally as a consultant for Bally's slot 
information system.

     KENNETH S. HARDESTY, age 53, joined the Company as Chief Executive 
Officer in December 1997, and has served on the Company's Board of Directors 
since December, 1997. Prior to joining the Company, Mr. Hardesty provided 
strategic leadership as President and Director of CSI, a Canadian publicly 
traded company, which develops, manufactures and distributes global 
positioning systems based in Calgary, Canada. From 1992 to 1996, Mr. Hardesty 
directed a series of global activities for publicly traded SyQuest 
Technology, as Executive Vice President and Chief Operating Officer. Mr. 
Hardesty was President and Chief Executive Officer of Rossi Hardesty 
Financial, a company he co-founded to provide capital equipment financing. 
Prior thereto, Mr. Hardesty was Chief Executive Officer of Disk Material 
Technology; Sr. Vice President, Seagate Technology; President, Data Magnetic 
Company; and Managing Director, SPERRY/UNIVAC.

     DIANA L. BENNETT, age 49, has served as the Company's Chief Operating 
Officer since January 1996, as President since May 1996, and as a member of 
its Board of Directors since June 1996. Ms. Bennett has more than 25 years of 
gaming/hotel experience, most recently serving as the Vice President and 
General Manager of the Sahara from July to December 1995. Ms. Bennett served 
as the Vice President and General Manager of the Colorado Belle/Edgewater 
Hotel/Casino in Laughlin, Nevada from September 1994 to June 1995. Prior 
thereto, Ms. Bennett was responsible for slot operations at the Luxor in Las 
Vegas from May 1993 and the Gold Strike Hotel and Gambling Hall from December 
1987 to October 1991.

     MICHAEL J. PEREZ, 50, joined the Company as Executive Vice President and 
Chief Financial Officer in January 1998. From 1996 to January 1998, Mr. Perez 
was employed as Vice President Finance and Chief Financial Officer of O.R. 
Technology. During the period from 1989 to 1996, Mr. Perez held senior 
financial and administrative positions with Syquest Technology. Mr. Perez is a 
Certified Public Accountant and holds a bachelor's degree in accounting from 
San Jose State University and a Masters degree in Business Administration 
from the University of Santa Clara.

     RUSSELL C. MIX, age 41, has been a director of the Company since October 
1994. In April, 1998, Mr. Mix became an Executive Vice President of Prolific 
Publishing, Inc. From 1994 to November 1997, Mr. Mix was employed by the 
Company, most recently as Executive Vice President, General Counsel and 
Secretary. Prior to 1994, Mr. Mix served as a principal in the law firm 
formerly known as Korotkin & Mix, P.C. See "Certain Relationships and Related 
Transactions."

     PHIL E. BRYAN, age 58, has served as a director of the Company since 
April 1995. Mr. Bryan also served as Chief Executive Officer of the Company 
from April 1995 to April 1996. Mr. Bryan became the Chief Operating Officer, 
President and a director of Boomtown, Inc. in April, 1996. Mr. Bryan has more 
than thirty years' experience in the gaming industry, serving as President 
and Chief Executive Officer of the Gold River Operating Corp. from January 
1993 to February 1995. Prior thereto, Mr. Bryan served as President of the 
Sands Hotel and Casino in Las Vegas from January to April 1992 and as Chief 
Executive Officer of the Peppermill Casino Resort in Reno, Nevada from August 
1982 to January 1992.

     WILLIAM M. MOWER, age 39, has been a member of the Company's Board of 
Directors since March 1993. Since 1982, Mr. Mower has been engaged in the 
practice of law, practicing primarily in the areas of securities regulation 
and real estate law, with the Minneapolis, Minnesota law firm of Maslon 
Edelman Borman & Brand, LLP, which has rendered and is continuing to render 
legal services to the Company.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section 16(a) of the Securities Exchange Act of 1934 requires the 
Company's officers and directors, and persons who own more than ten percent 
of a registered class of the Company's equity securities, to file reports of 
ownership and changes in ownership with the Securities and Exchange 
Commission and the Nasdaq National Market. Officers, directors and greater 
than ten percent stockholders are required by SEC regulation to furnish the 
Company with copies of all Section 16(a) forms they file. Based solely on 
review of the copies of such forms furnished to the Company, or written 
representations that no Forms 5 were required, the Company believes that 
during the fiscal year ended December 31, 1997, all Section 16(a) filing 
requirements applicable to its officers, directors and greater than 
ten-percent beneficial owners were satisfied.

ITEM 11.  EXECUTIVE COMPENSATION
                                          
     The following table sets forth the cash and noncash compensation for 
each of the last three fiscal years awarded to or earned by each executive 
officer of the Company whose salary and bonus during the year ended December 
31, 1997 exceeded $100,000, or would have exceeded $100,000 had they been 
employed by the Company at the end of the fiscal year. 
                                          
                             SUMMARY COMPENSATION TABLE
                                          
<TABLE>
<CAPTION>
                                                                                         Long-Term
                                                                                        Compensation
                                                                                          Awards
                                                        Annual Compensation         ---------------------
                                           Fiscal      ----------------------       Securities Underlying      All Other
Name and Principal Position                 Year       Salary($)     Bonus($)             Options           Compensation($)
----------------------------------        --------    ----------    ---------       ---------------------   ---------------
<S>                                       <C>         <C>           <C>             <C>                     <C>
Steven A. Weiss,                            1997       300,000            --                  --                9,600(5)
Chairman of the Board                       1996       279,500            --                  --                9,600(5)
                                            1995       227,153            --                  --                9,600(5)

Kenneth S. Hardesty,                        1997        14,423            --               285,000             36,000(6)
Chief Executive Officer(1)

Diana L. Bennett,                           1997       200,000            --                50,000              9,600(5)
President and Chief Operating               1996       160,778         45,000               55,000              9,563(5)
Officer(2)

Daniel N. Copp,                             1997       117,699            --                  --                  --
Chief Executive Officer(3)

Russell C. Mix,                             1997       138,382            --                  --                  --
Senior Vice President, General Counsel      1996       130,000         24,000               29,000              9,600(5)
and Secretary(4)                            1995       121,344         15,000               62,016              9,600(5)
</TABLE>

_____________________

(1) Mr. Hardesty became an executive officer of the Company in December, 1997.

(2) Ms. Bennett became an executive officer of the Company in January, 1996.

(3) Mr. Copp served as the Company's Chief Executive Officer from January 1997
to August 1997.

(4) Mr. Mix resigned from his employment with the Company in November, 1997.

(5) Represents automobile allowances provided to the Company's executive
officers.

(6) Includes house rental reimbursement of $6,000 and a $30,000 relocation
expense allowance paid pursuant to Mr. Hardesty's employment agreement with the
Company.


                                      2
<PAGE>

                         OPTION GRANTS IN LAST FISCAL YEAR
     
     The following table summarizes information with respect to options granted
to the executive officers named in the Summary Compensation Table during the
last fiscal year.

<TABLE>
<CAPTION>
                                                                                                         Potential Realizable
                                                     Individual Grants(1)                                 Value of Assumed   
                                ----------------------------------------------------------------            Annual Rates     
                                 Number of       Percentage of                                              of Stock Price    
                                 Securities      Total Options                                             Appreciation for   
                                 Underlying        Granted to       Exercise or                             Option Term(2)    
                                   Option          Employees         Base Price       Expiration      --------------------------
Name                              Granted        in Fiscal Year      ($/Share)          Date            5%($)            10%($)
-----------------------          ----------      --------------     -----------       ----------      --------         --------
<S>                              <C>             <C>                <C>               <C>             <C>              <C>
Steven A. Weiss                     ---               ---               ---             ---              ---              ---
Kenneth S. Hardesty               285,000             62                3.75          11-27-07         672,131          1,703,312
Diana L. Bennett                   50,000             11                (3)             (3)            127,791          323,848
Daniel N. Copp                      ---               ---               ---             ---              ---              ---
Russell C. Mix                      ---               ---               ---             ---              ---              ---

</TABLE>
_____________________

(1)  All options were granted at a price equal to the fair market value of the
Company's common stock on the date of grant.

(2)  Amounts shown in these columns have been derived by multiplying the
exercise price by the annual appreciation rate shown (compounded for the term of
the options), multiplying the result by the number of shares covered by the
options, and subtracting the aggregate exercise price of the options. The dollar
amounts set forth under this heading are the result of calculations at the 5
percent and 10 percent rates set by the Securities and Exchange Commission, and
therefore are not intended to forecast possible future appreciation, if any, of
the Company's stock price.

(3)  On January 2, 1997, pursuant to her employment agreement with the Company,
Ms. Bennett received a ten-year option grant for 30,000 shares at an exercise
price of $6.88 per share.  In November 1997, this option was repriced at $3.44
per share.  Ms. Bennett also received a ten-year option grant for 20,000 shares
on September 23, 1997; this option is exerciseable at $5.00 per share.







                                       3
<PAGE>

                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                           FISCAL YEAR-END OPTION VALUES

     The following table summarizes information with respect to options held by
the executive officers named in the Summary Compensation Table and the value of
the options held by such persons as of the end of the last fiscal year.

<TABLE>
<CAPTION>
                                                                                                                                
                                                                   Number of Unexercised             Value of Unexercised In-The
                                Shares                            Options at FY- End (#)             Money Options at FY-End ($)
                             Acquired on         Value       --------------------------------     -------------------------------
Name                         Exercise (#)     Realized ($)    Exerciseable     Unexercisable       Exercisable      Unexercisable
---------------------       --------------   --------------  -------------    ---------------     -------------   ---------------
<S>                         <C>              <C>             <C>              <C>                 <C>             <C>
Steven A. Weiss                  ---              ---           126,062            19,500              ---               ---

Kenneth S. Hardesty              ---              ---             ---             285,000              ---               ---

Diana L. Bennett                 ---              ---            22,500            52,500              ---               ---

Daniel N. Copp                   ---              ---             ---               ---                ---               ---

Russell C. Mix                   ---              ---           153,142             4,500              ---               ---
</TABLE>



                            TEN-YEAR OPTION/SAR REPRICINGS

<TABLE>
<CAPTION>
                                                Number of    
                                               Securities    Market Price    Exercise                         Length of
                                               Underlying    of Stock at     Price at        New         Original Option Term
                                                 Option        Time of       Time of      Exercise          Remaining at
Name                                  Date      Repriced       Repricing     Repricing      Price         Date of Repricing
------------------------------      --------   ----------    ------------   -----------   --------       --------------------
<S>                                 <C>        <C>           <C>            <C>           <C>            <C>
Steven A. Weiss,                     7-29-97     67,500           3.44          7.33          3.44            9 years
Chairman of the Board(1)             7-29-97     39,000           3.44         15.17          3.44            9 years
                                     7-29-97     13,750           3.44         12.75          3.44            9 years

Diana L. Bennett,                    7-29-97     25,000           3.44         15.00          3.44            9 years
President and Chief Operating        7-29-97     30,000           3.44          6.88          3.44           10 years
Officer(2)

Russell C. Mix,                      7-29-97     13,500           3.44          6.11          3.44            7 years
Secretary(3)                         7-29-97     13,500           3.44         10.44          3.44            7 years
                                     7-29-97     50,625           3.44          7.33          3.44            8 years
                                     7-29-97     28,125           3.44         12.00          3.44            8 years
</TABLE>

_________________

(1)  On the date of the repricing of these options, Mr. Weiss' options to
purchase 39,000 shares of the Company's common stock at an exercise price of
$15.17 per share were terminated.

(2) On the date of the repricing of these options, Ms. Bennett's options to
purchase an additional 30,000 shares of the Company's common stock at an
exercise price of $16.67 per share were terminated.

(3) On the date of the repricing of these options, options to purchase 24,000
and 5,000 shares of the Company's common stock at exercise prices of $15.17 and
$15.00 per share, respectively, were terminated.


                                        4
<PAGE>

     The Company's Compensation Committee (the "Committee") decided to reprice
the options enumerated above in response to a precipitous decrease in the market
price of the Company's common stock to a level which, in the opinion of the
Committee, had the effect of eliminating substantially all the incentive value
of such options. The Committee concluded that short-term financial performance
considerations should not unduly influence long-term compensation strategies. 
The Committee believes that stock options play an extremely important role in
attracting talented executives, and motivating them to perform up to their full
potential.  Accordingly, the Committee determined that a repricing of options to
current market value was both necessary and consistent with its strategy of
providing executives with tangible long-term performance incentives.

EMPLOYMENT AGREEMENTS

     The Company entered into an employment agreement with Mr. Weiss that 
expires on December 31, 1998, and is terminable by the Company or Mr. Weiss 
upon notice.  The agreement provides for an annual base salary of $300,000.  
Mr. Weiss is subject to certain non-competition provisions during the term of 
the employment agreement and for two years thereafter, unless the employment 
agreement is terminated by the Company or Mr. Weiss under certain 
circumstances, including in the event of a change in control of the Company.
   
     The Company entered into an employment agreement with Mr. Hardesty that 
expires on December 8, 2001, and is terminable by the Company or Mr. Hardesty 
upon notice.  The agreement provides for an annual base salary of $250,000.  
Mr. Hardesty is subject to certain non-competition provisions during the term 
of the employment agreement and for two years thereafter, unless the 
employment agreement is terminated by the Company or Mr. Hardesty under 
certain circumstances, including in the event of a change in control of the 
Company.

     The Company entered into an employment agreement with Ms. Bennett that 
expires on December 31, 1998, and is terminable by the Company or Ms. Bennett 
upon notice.  The agreement provides for an annual salary of $200,000.  Ms. 
Bennett is subject to certain non-competition provisions during the term of 
the employment agreement and for two years thereafter, unless the agreement 
is terminated by the Company or Ms. Bennett under certain circumstances, 
including in the event of a change in control of the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The Company's Compensation Committee consists of Messrs. William M. Mower
and Phil E. Bryan.  William M. Mower's professional association is a partner of
Maslon Edelman Borman & Brand, LLP, which has rendered and will continue to
render legal services to the Company.  

DIRECTOR COMPENSATION
                                          
     Directors who are not also employees of the Company receive a $25,000
annual director's fee and are reimbursed for costs and expenses they incur to
attend board meetings. Directors who are not also employees of the Company are
entitled to participate in the Company's 1994 Non-employee Director Stock Option
Plan.  This plan is a formula stock option plan that provides for the initial
grant of a stock option covering 11,250 shares upon a person joining the Board
and an annual stock option grant covering 5,625 shares at each annual meeting of
shareholders.  Each option granted has a ten-year term, vests equally over a two
year period and has an exercise price equal to the fair market value on the date
of grant.


                                       5
<PAGE>

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     Decisions on compensation of the Company's executives generally have 
been made by the Compensation and Stock Option Committee (the "Compensation 
Committee") of the Board.  Each member of the Compensation Committee is a 
non-employee director.  All decisions by the Compensation Committee relating 
to the compensation of the Company's executive officers are reviewed by the 
full Board.  Each executive officer who also serves as a director of the 
Company abstains from the discussion and vote relating to his or her 
compensation.  Pursuant to rules designed to enhance disclosure of the 
Company's policies toward executive compensation, set forth below is a report 
prepared by the Compensation Committee addressing the Company's compensation 
policies for the year ended December 31, 1997 as they affected the Company's 
executive officers.  The following report of the Compensation Committee, as 
well as the Performance Graph set forth herein, are not soliciting materials, 
are not deemed filed with the Securities and Exchange Commission (the "SEC") 
and are not incorporated by reference in any filing of the Company under the 
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, 
as amended (the "Exchange Act"), whether made before or after the date of 
this Proxy Statement and irrespective of any general incorporation language 
in any such filing.

     The Compensation Committee's executive compensation policies are 
designed to provide competitive levels of compensation that integrate pay 
with the Company's annual objectives and long-term goals, reward 
above-average corporate performance, recognize individual initiative and 
achievements, and assist the Company in attracting and retaining qualified 
executives.  The Compensation Committee intends to set executive compensation 
at levels that the Compensation Committee believes to be consistent with 
others in the Company's industry.

     There are three elements in the Company's executive compensation 
program, all determined by individual and corporate performance.

     Base salary compensation
     Annual incentive compensation
     Stock options

     Base salary compensation and increases are determined by the potential 
effect the individual has on the Company, the skills and experiences 
required by the job, and the performance and potential of the incumbent in 
the job.

     Effective in April 1996, the Compensation Committee instituted a bonus 
incentive compensation plan which allows each executive to earn a percentage 
of such executives's salary (up to 50%), payable quarterly, dependent upon 
the Company's earnings performance for such fiscal year.

     Awards of stock grants under the Company's 1993 Stock Option and 
Compensation Plan (the "Plan") are designed to promote the identity of 
long-term interests between the Company's executives and its stockholders, 
and assist in the retention of executives.  The Plan also permits the 
Committee to grant stock options to key personnel.  Options become 
exercisable based upon criteria established by the Company.


                                      6
<PAGE>

     While the value realizable from exercisable options is dependent upon 
the extent to which the Company's performance is reflected in the market 
price of the Company's common stock at any particular point in time, the 
decision as to whether such value will be realized in any particular year is 
determined by each individual executive an not by the Compensation 
Committee.  Accordingly, when the Committee recommends that an option be 
granted to an executive, that recommendation does not take into account any 
gains realized that year by that executive as a result of his or her 
individual decision to exercise an option granted in a previous year.

     The Compensation Committee does not anticipate that any of the 
compensation payable to executive officers of the Company in the coming year 
will exceed the limits and deductibilities set forth  in section 162(m) of 
the Internal Revenue Code of 1986, as amended.  The Compensation Committee has 
not established a policy regarding compensation in excess of these limits, 
but will continue to monitor this issue.

                                By the Compensation and Stock Option Committee
                                                              WILLIAM M. MOWER
                                                            PHIL E. BRYAN, JR.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                                          
     The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of the date hereof, by:  (i) each
person known by the Company to be the beneficial owner of more than five percent
of its common stock, (ii) each director, (iii) each executive officer for whom
disclosure is required pursuant to Item 403 of Regulation S-K and (iv) all
executive officers and directors of the Company as a group.

<TABLE>
<CAPTION>
                                                                        Beneficial Ownership(1)
                                                                 -----------------------------------
 Name of Beneficial Owner                                           Number                 Percent
-----------------------------------------------------------     -------------           ------------
<S>                                                             <C>                     <C>
 Steven A. Weiss (2)                                             2,729,217(3)                10.6
 Kenneth S. Hardesty                                                     0                    0
 Diana L. Bennett                                                   23,025(4)                 *
 William M. Mower                                                   32,063(5)                 *
 Phil E. Bryan                                                       5,625(6)                 *
 Russell C. Mix                                                    157,696(7)                 *
 Daniel N. Copp                                                      8,750(8)                 *

 All executive officers and directors as a group (7 persons)     2,970,438(9)                11.7
</TABLE>


                                       7
<PAGE>

__________________
                                          
(1)  Beneficial ownership is determined in accordance with rules of the
     Securities and Exchange Commission and includes generally voting power
     and/or investment power with respect to securities.  Shares of common stock
     subject to options currently exercisable or exercisable within 60 days of
     the date hereof, are deemed outstanding for computing the percentage
     ownership of the person holding such options but are not deemed outstanding
     for computing the percentage ownership of any other person.  Except as
     otherwise indicated, the Company believes that the beneficial owners of its
     common stock listed above, based on information furnished by such owners,
     have sole investment and voting power with respect to such shares, subject
     to community property laws where applicable, and that there are no other
     affiliations among the shareholders listed in the table.

(2)  The address of such person is 3300 Birtcher Drive, Las Vegas, Nevada 89118.

(3)  Includes options to purchase 126,062 shares that are exercisable within 
     60 days.  Also includes 453,225 shares which are held by a trust for 
     the benefit of Mr. Weiss' spouse and 353,024 shares which are held by a 
     trust of which Mr. Weiss' spouse is one of the beneficiaries.  Mr. Weiss 
     disclaims beneficial ownership of these shares.  

(4)  Includes options to purchase 22,500 shares that are exercisable within 
     60 days.

(5)  Includes options to purchase 32,063 shares that are exercisable within 
     60 days.

(6)  Includes options to purchase 5,625 shares that are exercisable within 
     60 days.

(7)  Includes options to purchase 157,641 shares that are exercisable within 
     60 days.

(8)  Based upon most recent Form 4 on file with the Securities and Exchange 
     Commission.

(9)  Includes options to purchase 357,953 shares that are exercisable within
     60 days.
        
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     William M. Mower, a director of the Company, is the sole shareholder of 
a professional association that is a partner of Maslon, Edelman, Borman & 
Brand, LLP, which has rendered and will continue to render legal services to 
the Company.

     In November, 1997, Russell C. Mix, a director of the Company, resigned 
his position as Senior Vice President, General Counsel and Secretary. Upon 
his resignation, the Company entered into a severance and consulting 
agreement with Mr. Mix. The consulting arrangement provided for up to a six 
(6) month consulting period at a monthly rate equivalent to his then current 
monthly salary. The consulting agreement was terminable by either party upon 
thirty (30) days prior written notice. The consulting agreement has been 
terminated by the Company. At the termination of the consulting period, the 
severance agreement provides for a severance payment equivalent to six (6) 
months of Mr. Mix's salary.

     In April 1998, Mr. Mix joined Prolific Publishing, Inc. ("Prolific") as 
an Executive Vice President. Prolific has provided services to the Company 
since 1996, and the Company anticipates purchasing additional services from 
Prolific in the future. During 1997, the Company paid Prolific $3,960,000 for 
services received.

     A shareholder and former director of the Company and the spouse of the 
Chairman of the Company (collectively the "Principals"), are majority 
shareholders in Kiland Distributing Corporation ("KDC"), a distributor of the 
Company's products in 1997. Prior to the third quarter of 1997, when the 
Company opened its own offices in Minnesota, the Company utilized KDC for 
substantially all sales in the Midwest region of the United States. During 
the nine (9) months ended September 30, 1997, the Company made sales to KDC 
of approximately $169,000. In September, 1997, the Company and KDC reached an 
agreement regarding the settlement of accounts receivable of $3,059,497 for 
payment of approximately $2,400,000 from KDC to the Company. Settlement 
included the transfer of substantially all of KDC's assets to the Company 
which included cash, accounts receivables and fixed assets. The settlement 
also included forgiveness of certain accounts payable from the Company to KDC 
and the execution of an unsecured Promissory Note in the amount of $144,000 
from the Principals to the Company. The Promissory Note bore interest at the 
rate of 10% per annum and has been fully repaid. Concurrent with the 
settlement, the Company terminated its business relationship with KDC.


                                      8
<PAGE>

                                 SIGNATURES
                                          
     Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this amended report to 
be signed on its behalf by the undersigned, thereunto duly authorized.


                                         CASINO DATA SYSTEMS



                                         By: /s/ MICHAEL J. PEREZ
                                            ---------------------------------


                                         Its: Chief Financial Officer
                                             --------------------------------


Dated:  April 30, 1998   










                                      9