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                                                                     EXHIBIT 4.3

                              AMENDMENT NUMBER TWO
                       TO THE ALLIANCE GAMING CORPORATION
                          2001 LONG-TERM INCENTIVE PLAN

        WHEREAS, the Company has adopted the Alliance Gaming Corporation 2001
Long Term Incentive Plan (the "Plan") which plan was approved by the
shareholders of the Company on December 11, 2001; and

        WHEREAS, the Company has determined that various technical amendments
should be made to the Plan; and

        WHEREAS, the Company is authorized to amend the Plan pursuant to Section
17 thereof.

        NOW, THEREFORE, the Plan is hereby amended as follows:

        1.     Section 4 of the Plan is hereby amended by replacing existing
Section 4 in its entirety with the following:

                      "4. ELIGIBILITY Awards may be granted under the Plan to
               paid consultants, directors and employees of the Company or a
               Subsidiary designated by the Board or the Committee, provided
               that Incentive Stock Options may be awarded only to regular
               full-time employees of the Company or a Subsidiary (including
               employees who serve as officers or directors). As used in the
               Plan, "paid consultant" means a natural person who is an
               independent contractor retained to perform continuing and
               substantial services for the Company or any subsidiary, and
               designated as a paid consultant by the Board or the Committee,
               except that no individual shall be designated a "paid consultant"
               for purposes of this Plan if such individual is engaged in
               promoting or maintaining a market in the securities of the
               Company, or in any other capacity that would result in the Form
               S-8 registration statement being ineffective as to any Awards
               made to such individual. Any person granted an Award under the
               Plan (a "Grantee") remains eligible to receive one or more
               additional grants thereafter, notwithstanding that options or
               Stock Appreciation Rights previously granted to such person
               remain unexercised in whole or in part, or that the applicable
               restrictions on any restricted stock issued to such person have
               not lapsed."

        2.     The Plan is further amended by adding the following paragraph to
the end of existing Section 10:

               "Incentive Stock Options. Notwithstanding anything herein to the
               contrary or the provisions of any employment agreement, no
               Incentive Stock Option shall be

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               exercisable after the date that is (a) in the case of the
               Grantee's termination of employment for any reason other than
               death or disability, three months following such termination of
               employment, or (b) in the case of the Grantee's termination of
               employment due to death or Total and Permanent Disability (as
               defined in Code section 22(e)(3)), twelve months following such
               termination of employment."

        3.     The Plan is further amended by adding the following sentence to
the end of existing Section 12 thereof:

               "Notwithstanding the foregoing, to the extent that the aggregate
               fair market value of stock (determined at the time of grant of
               the option) for which Incentive Stock Options first become
               exercisable by a Grantee during a calendar year (under all option
               plans of the Company) exceeds $100,000, such Options shall be
               treated as Options that are not Incentive Stock Options."

        Executed this 9th day of January, 2002, to be effective as of the date
hereof.

                                         ALLIANCE GAMING CORPORATION



                                         By: /s/ Mark Lerner
                                             -----------------------------------
                                             Mark Lerner
                                             Senior Vice President and Secretary