Exhibit 4.(ii)
Second amendment to credit agreement         


                                                           SECOND AMENDMENT


SECOND  AMENDMENT  (this "Amendment"),  dated as of  January  27,  1999,  among
ALLIANCE GAMING CORPORATION,  a Nevada corporation (the "U.S. Borrower"),  BALLY
WULFF VERTRIEBS GMBH, a company with limited liability  organized under the laws
of the  Federal  Republic  of Germany  ("Bally  Wulff  Vertriebs"),  BALLY WULFF
AUTOMATEN GMBH, a company with limited liability organized under the laws of the
Federal  Republic of Germany ("Bally Wulff  Automaten" and,  together with Bally
Wulff Vertriebs,  the "German  Borrowers," and each a "German  Borrower" and the
German Borrowers,  together with the U.S. Borrower,  the "Borrowers," and each a
"Borrower"),  the financial  institutions party to the Credit Agreement referred
to below (the  "Lenders")  and CREDIT  SUISSE FIRST  BOSTON,  as  Administrative
Agent.  Unless otherwise  defined herein,  all capitalized terms used herein and
defined in the Credit Agreement referred to below are used herein as so defined.

W I T N E S S E T H : WHEREAS, the Borrowers, the Lenders and the Administrative
Agent are parties to a Credit Agreement, dated as of August 8, 1997 (as amended,
modified or supplemented through, but not including, the date hereof the "Credit
Agreement");  WHEREAS,  the parties hereto wish to amend the Credit Agreement as
herein provided; NOW, THEREFORE, it is agreed: 

1. Section  9.05(xx) of the Credit  Agreement is hereby amended by inserting the
following proviso at the end of such Section 9.05(xx):

 ",  provided  that from and after the Second  Amendment
Effective Date,  neither the U.S.  Borrower nor any of its Subsidiaries may make
Investments  pursuant  to this  clause  (xx) in  aggregate  amount  in excess of
$2,000,000 at any one time outstanding,  provided,  however,  from and after the
last day of any Test Period  ending after the Second  Amendment  Effective  Date
when the  Leverage  Ratio is less than or equal to 5.00:1 the U.S.  Borrower and
its Subsidiaries may make Investments pursuant to this clause (xx) in the amount
otherwise  permitted in this clause (xx) without  giving effect to the preceding
proviso".  
2.  Section  9.07(a) of the  Credit  Agreement  is hereby  amended by
deleting the table  appearing  therein and  inserting  the following new text in
lieu thereof:

       "Period of Four
       Consecutive Quarters
       Ended Closest To                                                Amount
       June 30, 1998                                              $18.5 million
       each June 30 ended thereafter                              $14 million;
                                                                 
provided,  however,  that in the event that the  Leverage  Ratio is less than or
equal to  5.00:1 on the last day of any Test  Period  ending  after  the  Second
Amendment  Effective Date, then from and after such date, the U.S.  Borrower and
its Subsidiaries shall instead be allowed to make Capital Expenditures  pursuant
to this clause (a) in an  aggregate  amount not to exceed,  during any period of
four consecutive  fiscal quarters (taken as one accounting period) ending on the
last day of a fiscal  quarter  described  below (so long as ended after the last
day of the Test Period  referenced above in this proviso),  the amount set forth
opposite such fiscal quarter below:

       "Period of Four
       Consecutive Fiscal
       Quarters Ended                                                Amount
       Closest to
       June 30, 1999                                              $18.5 million
       June 30, 2000                                              $15 million
       June 30, 2001                                              $15 million
       each June 30 ended thereafter                              $16 million"
                                                                  
3.  Section  9.07(b) of the  Credit  Agreement  is hereby  amended by adding the
following new sentence immediately at the end thereof:

"For the purposes hereof,  Capital Expenditures  permitted to be made during any
period of four fiscal quarters shall be the relevant amounts actually  permitted
to be spent during the  relevant  period from which the  carry-forward  is being
made  (whether  pursuant  to the  first or second  table  appearing  in  Section
9.07(a))."

4.  Section  9.08 of the Credit  Agreement  is hereby  amended  by (i)  deleting
clauses (x) and (y)  contained  therein in their  entirety and inserting in lieu
thereof the following new clauses (x), (y) and (z):

"(x) in the case of any such  Test  Period  ended on or prior to  September  30,
1998,  1.00:1, (y) in the case of any such Test Period ended after September 30,
1998 and on or prior to September  30,  1999,  0.80:1 and (z) in the case of any
Test Period ended after September 30, 1999, 1.05:1".

5. Section 9.09 of the Credit  Agreement is hereby amended by deleting the table
appearing  therein in its entirety and inserting the following new table in lieu
thereof:
            "Test Periods Ending                                       Ratio
       After December 1, 1997
       and on or prior
       to September 30, 1998                                          1.75:1
       After September 30, 1998
       and prior to
       December  31, 1999                                             1.25:1
       On December 31, 1999
       and prior to
       June 30, 2000                                                  1.75:1
       On June 30, 2000
       and prior to
       June 30, 2001                                                  2.00:1
       Thereafter                                                     2.75:1".

6. Section 9.10 of the Credit  Agreement is hereby amended by deleting the table
appearing  therein in its entirety and inserting the following new table in lieu
thereof:
       "Period                                                         Ratio
       From and including
       December 31, 1997
       to but excluding
       December 31, 1998                                              5.75:1
       From and including
       December 31, 1998
       to but excluding                                               7.50:1
       March 31, 1999
       From and including                                             7.90:1
       March 31, 1999
       to but excluding
       September 30, 1999
       From and including
       September 30, 1999
       to but excluding
       December 31, 1999                                                7.00:1
       From and including
       December 31, 1999
       to but excluding                                                 5.50:1
       March 31, 2000
       From and including
       March 31, 2000
       to but excluding                                                 5.25:1
       June 30, 2001
       From and including
       June 30, 2001
       to but excluding                                                 4.25:1
       June 30, 2002
       From and including June 30,                                      3.75:1
       2002 and thereafter


7. Section 9.11 of the Credit  Agreement is hereby amended by deleting the table
appearing  therein in its entirety and inserting the following new table in lieu
thereof:

       "Period                                                        Amount
       On December 31, 1998
       to but excluding                                             $42,000,000
       March 31, 1999
       On March 31, 1999
       to but excluding                                             $40,000,000
       September 30, 1999
       On September 30, 1999
       to but excluding                                             $44,000,000
       December 31, 1999


      On December 31, 1999
       to but excluding                                             $56,000,000
       March 31, 2000
       On March 31, 2000
       to but excluding                                             $59,000,000
       June 30, 2001
       on June 30, 2001
       to but excluding                                             $70,000,000
       June 30, 2002
       On June 30, 2002
       and thereafter                                               $74,000,000



8.  The  definitions  of "Applicable   Commitment  Commission  Percentage"  and
"Applicable  Margin"  appearing  in Section  11.01 of the Credit  Agreement  are
hereby  amended by (i) deleting the text "Level4,  Level 5 or Level 6" appearing
in the second parenthetical  appearing in said definition and inserting the text
", or Level 4" in lieu thereof,

(ii)  deleting the text  beginning at "Level 1:  Leverage  Ratio less than 3:00"
through the text "Level 6:  Leverage  Ratio is greater  than or equal to 4.75 to
1." and inserting the following new text in lieu thereof:
                 

                  Level 1:          Leverage Ratio is less than 4.50 to 1.

                  Level 2:          Leverage Ratio is greater than or equal to 
                                    4.50 to 1 but less than 4.75 to 1.

                  Level 3:          Leverage Ratio is greater than or equal to 
                                    4.75 to 1 but less than 5.25 to 1.

                  Level 4:          Leverage Ratio is greater than or equal to 
                                    5.25 to 1.

,(iii)  deleting  the table  appearing  in said  definition  in its entirety and
inserting the following new table in lieu thereof:

                                Level     Level      Level      Level
          "Ratio                  1         2          3          4
                                  
Euro Rate Loan Margin  for
U.S. Borrower Tranche A
Term Loans, German Borrower
Tranche A Term Loans and
Revolving Loans                 1.75%      2.00%     2.25%      2.75%
                        
Base Rate Loan Margin for
U.S. Borrower Tranche A
Term Loans, Revolving Loans
and Swingline Loans             0.75%      1.00%     1.25%      1.75%
                            
Euro Rate Loan Margin for
Delayed Draw Term Loans and
Tranche B Term Loans            2.50%      2.50%     2.75%      3.25%
                         
Base Rate Loan Margin for
Delayed Draw Term Loans and
Tranche B Term Loans            1.50%      1.50%     1.75%      2.25%
                           
Euro Rate Loan Margin for
Tranche C Term Loans            2.75%      2.75%     3.00%      3.5%
                              
Base Rate Loan Margin for
Tranche C Term Loans            1.75%      1.75%     2.00%      2.5%
                              
Applicable Commitment
Commission Percentage           0.40%      0.45%     0.50%     0.50%
                              


and (iv)  deleting  each  reference  to "Level 6" in each  instance  where  same
appears in the proviso to the the first  sentence of said  definition and in the
last  sentence of said  definition  and  inserting  in lieu thereof in each such
instance the text "Level 4".
9. Section 11.01 of the Credit  Agreement is hereby further amended by inserting
the following new definitions in the proper alphabetical order:

"Second  Amendment" shall mean the Second Amendment to this Agreement,  dated as
of January 27, 1999.

"Second Amendment  Effective Date" shall have the meaning provided in the Second
Amendment.

10. This  Amendment  shall become  effective on the date (the "Second  Amendment
Effective  Date") when (i) each  Borrower,  each Credit  Party and the  Required
Lenders  have  signed  a  counterpart  hereof  (whether  the  same or  different
counterparts)   and  shall  have  delivered   (including  by  way  of  facsimile
transmission) the same to the Administrative Agent at the Notice Office and (ii)
the Borrower shall have paid to the Administrative Agent for the account of each
Lender which  executes and delivers  the  counterpart  of this  Amendment to the
Administrative  Agent on or prior to 5:00 p.m. New York time,  an amendment  fee
equal to 0.25 of 1% of the sum of such Lender's  outstanding  (x) Term Loans and
(y) Revolving Loan Commitment,  in each case on the Second  Amendment  Effective
Date.

11. In order to induce the Lenders to enter into this  Amendment,  each Borrower
hereby  represents  and warrants  that (i) the  representations  and  warranties
contained  in  Section 7 of the  Credit  Agreement  are true and  correct in all
material respects on and as of the Second Amendment  Effective Date after giving
effect to this  Amendment  (it  being  understood  and  agreed  that,  as to any
representation  or warranty  which by its terms is made as of a specified  date,
each Borrower  represents and warrants that such  representation and warranty is
true and correct in all material  respects only as of such  specified  date) and
(ii)  there  exists no  Default  or Event of  Default  on the  Second  Amendment
Effective Date after giving effect to this Amendment.

12.  This  Amendment  is  limited  as  specified  and  shall  not  constitute  a
modification,  acceptance  or  waiver  of any  other  provision  of  the  Credit
Agreement or any other Credit Document.

13. This  Amendment  may be executed  in any number of  counterparts  and by the
different parties hereto on separate  counterparts,  each of which  counterparts
when  executed  and  delivered  shall be an  original,  but all of  which  shall
together constitute one and the same instrument.  A complete set of counterparts
shall be lodged with the U.S. Borrower and the Administrative Agent.

14. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE  CONSTRUED  IN  ACCORDANCE  WITH AND  GOVERNED BY THE LAW OF THE STATE OF NEW
YORK.
15. From and after the Second  Amendment  Effective  Date, all references in the
Credit Agreement and in the other Credit Documents to the Credit Agreement shall
be deemed to be references to the Credit Agreement as modified hereby.
                                      * * *





IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  their duly  authorized
officers  to execute  and  deliver  this  Amendment  as of the date first  above
written.

ALLIANCE GAMING CORPORATION



By_______________________________
Name:
Title:


BALLY WULFF VERTRIEBS GMBH



By_______________________________
Name:
Title:


BALLY WULFF AUTOMATEN GMBH



By_______________________________
Name:
Title:


CREDIT SUISSE FIRST BOSTON,
Individually and as Administrative Agent



By_______________________________
Title:
By_______________________________
Title:


THE BANK OF NOVA SCOTIA



By_______________________________
Name:
Title:


KZH ING-1 LLC



By_______________________________
Name:
Title:


SUMITOMO BANK OF CALIFORNIA



By_______________________________
Name:
Title:


THE MITSUBISHI TRUST AND BANKING CORP.



By_______________________________
Name:
Title:


SOUTHERN PACIFIC BANK



By_______________________________
Name:
Title:


CRESCENT/MACH I PARTNERS

By: TCW Asset Management Company, Its Investment
Advisor



By_______________________________
Name:
Title:


MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.



By_______________________________
Name:
Title:


TCW LEVERAGED INCOME TRUST, L.P.



By_______________________________
Name:
Title:




VAN KAMPEN PRIME RATE INCOME TRUST



By_______________________________
Name:
Title:


VAN KAMPEN CLO I, LIMITED

By: VAN KAMPEN MANAGERMENT INC., as Collateral
Manager



By_______________________________
Name:
Title:





INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital, as Portfolio Advisor



By_______________________________
Name:
Title:


DEEPROCK & COMPANY

By: Eaton Vance Management As Investment Advisor



By_______________________________
Name:
Title:



PILGRIM PRIME RATE TRUST
By: Pilgrim Investments, Inc. as its
Investment Manager




By_______________________________
Name:
Title:



MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST



By_______________________________
Name:
Title:



ROYALTON COMPANY

By: Pacific Investment Management Company
By: PIMCO Management Inc., a general partner


By_______________________________
Name: Bradley W. Paulson
Title: Vice President




SENIOR DEBT PORTFOLIO

By: Boston Management and Research as Investment
Advisor



By_______________________________
Name:
Title:




KZH-CRESCENT CORP.



By_______________________________
Name:
Title:


PAMCO CAYMAN LTD.



By_______________________________
Name:
Title:




CYPRESSTREE INVESTMENT PARTNERS I, LTD.,

By: Cypresstree Investment Management Company,
Inc., as Portfolio Manager



By_______________________________
Name:
Title:




TEXAS COMMERCE BANK



By_______________________________
Name:
Title:


ARCHIMEDES FUNDING, L.L.C.

By: ING Capital Advisors, Inc., as Collateral
Manager



By_______________________________
Name:
Title:


GENERAL ELECTRIC CAPITAL CORPORATION



By_______________________________
Name:
Title:




EATON VANCE SENIOR INCOME TRUST|
By: EATON VANCE MANAGEMENT AS ADVISOR



By: 
Name:
Title:





ROYALTON COMPANY

By: Pacific Investment Management
Company
By: PIMCO Management Inc., a general partner


By: 
Name: Bradley W. Paulson
Title: Vice President





CAPTIVA III FINANCE LTD., as advised by Pacific Investment Management
Company



By: 
Name:
Title:






MASSMUTUAL HIGH YIELD PARTNERS II, LLC

By: HYP Management, Inc., as Managing Member


By: 
Name:
Title:

Its: 




CALIFORNIA BANK & TRUST



By: 
Name:
Title:

Each of the undersigned, each being a Subsidiary
Guarantor, acknowledges and agrees to the provisions
of the foregoing Second Amendment.

[add signature lines for Subsidiary Guarantors]