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

                                AMENDMENT NO. 1
                                       TO
                                   FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

                     FOR THE QUARTER ENDED DECEMBER 31, 1996

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

                        FOR THE TRANSITION PERIOD FROM       TO

                          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

                                   ----------

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

The number of shares of Common Stock, $0.10 par value, outstanding as of
February 4, 1997 according to the records of the registrant's registrar and
transfer agent was 31,832,807.

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                           ALLIANCE GAMING CORPORATION
                                    FORM 10-Q

                     FOR THE QUARTER ENDED DECEMBER 31, 1996





                                     PART II

ITEM 1.  LEGAL PROCEEDINGS

         See "Notes to Unaudited Condensed Consolidated Financial Statements-6.
         Legal Proceedings" for a description of certain legal proceedings.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a.      Exhibits

<TABLE>
<CAPTION>
                EXHIBIT
                NUMBER       DESCRIPTION
                ------       -----------

                <S>         <C> 
                10.71       Employment Agreement, dated as of March 31, 1995, 
                            between the Company and David D. Johnson.

                10.72       Employment Agreement Supplement, dated as of August 
                            29, 1996, between the Company and Joel Kirschbaum.

                10.73       Employment Agreement Supplement, dated as of August
                            29, 1996, between the Company and Anthony DiCesare.

                10.74       Employment Agreement, dated as of June 24, 1996, 
                            between the Company and Scott D. Schweinfurth.

         b.      Reports on Form 8-K

                 The registrant submitted items on Form 8-K as follows :

                 (i)   On October 28, 1996 to file a consent by KPMG Peat
                       Marwick, LLP related to certain of the Company's
                       Registration Statements (No. 33-87850, 33-58233 and
                       333-10011).
</TABLE>




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                           ALLIANCE GAMING CORPORATION
                                    FORM 10-Q

                     FOR THE QUARTER ENDED DECEMBER 31, 1996



                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934 the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto authorized.



      ALLIANCE GAMING CORPORATION
         (Registrant)





      By   /s/ Scott D. Schweinfurth
           ----------------------------------
           Sr. Vice President, Treasurer and
           Chief Financial Officer (Principal
           Financial and Accounting Officer,
           and duly authorized to sign on
           Registrant's behalf )



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