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

                                   Form 10-K/A
                                 Amendment No. 1

Mark One

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

    For the fiscal year ended December 31, 1999

                                       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 0-28294


                              SILICON GAMING, INC.
             (Exact name of Registrant as specified in its charter)


          CALIFORNIA                                           77-0357939
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                           Identification Number)


                   2800 W. Bayshore Road, Palo Alto, CA 94303
                    (Address of principal executive offices)

                                 (650) 842-9000
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

Title of Class                         Name of each exchange on which registered
--------------                         -----------------------------------------
     None                                                  None

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.001 per share

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 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. [X]

Aggregate market value of the registrant's  Common Stock held by  non-affiliates
as of February 29, 2000: $5,013,226

Number of shares  outstanding of the issuer's common Stock,  $.001 par value, as
of February 29, 2000: 30,949,273

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None
<PAGE>
Part III of the  Registrant's  Form 10-K for the fiscal  year ended  12/31/99 is
amended to read in its entirety as follows:

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Set forth below is information  regarding the current directors,  including
information  furnished  by  them  as to  principal  occupations,  certain  other
directorships  held by  them,  any  arrangements  pursuant  to which  they  were
selected as directors or nominees and their ages as of March 1, 2000

                                                                       Director
        Name             Age          Principal Occupation              since
        ----             ---          --------------------              -----
Andrew S. Pascal......    34  President and Chief Executive Officer,     1998
                              Silicon Gaming, Inc.

Rob Reis..............    46  Consultant/Proprietor, Breakthroughs!      1999

Stanford Springel.....    53  Consultant; Chief Executive Officer,       1999
                              Omega Environmental, Inc.

     Andrew S. Pascal was elected  President and Chief Executive  Officer of the
Company in February  1999.  Previously  Mr. Pascal had served as Executive  Vice
President  Marketing and Game  Development of the Company since October 1994. He
has  over 10  years of  gaming  industry  experience  with an  emphasis  in slot
marketing, slot merchandising and slot operations. He joined SGI in October 1994
from  Mirage  Resorts,  Incorporated,  where he worked from June 1985 to October
1994. Mr. Pascal held the position of Director of Slot  Operations and Marketing
at The Mirage Hotel and Casino  ("The  Mirage").  Mr.  Pascal also served on The
Mirage's  eight-member  Operating  Committee,  which set  operating  policy  and
established  the  strategic  direction  for The Mirage and its  employees,  from
September 1992 to October 1994.  Prior to the opening of The Mirage,  Mr. Pascal
served as the Director of Slot Marketing for the Golden Nugget Casino-Hotel.

     Rob Reis was  appointed to the board of directors of the Company  effective
November 24, 1999. He is currently engaged as an independent consultant with the
Company  for  strategic  business  advice.  From  1996 to 1998,  he  served as a
director of the Texas  Instruments  Innovation  Center. In 1989 Mr. Reis founded
Savi  Technology,  Inc., and from 1989 to 1995 served as its President and Chief
Executive Officer.  In 1983, Mr. Reis founded Finial  Technology,  Inc. and from
1983 to 1987 served as its President and Chief Executive Officer.

                                        2
<PAGE>
     Stanford  Springel  was  appointed to the board of directors of the Company
effective   November   24,1999.   Mr.   Springel  is  a  specialist  in  company
turn-arounds.  Since 1991, Mr.  Springel has acted as an independent  consultant
serving in a variety of executive  roles  providing  domestic and  international
turnaround management services to financially  distressed  companies,  including
(i) Omega  Environmental,  Inc., an environmental  services company currently in
Chapter 11 where,  since June 1997, Mr.  Springel has served as Chief  Executive
Officer, (ii) Interlogic Trace, Inc.,  ("Interlogic"),  a nationwide provider of
computer  maintenance and repair services where,  from February 1995 to December
1995,  Mr.  Springel  served as Interim  Chief  Operating  Officer  and  Interim
President,  (iii)  Riedel  Environmental   Technologies,   Inc.  ("Riedel"),  an
environmental remediation and services company where, from January 1994 to March
1996, Mr. Springel served as Interim Chief Executive  Officer and President and,
for a period of time, as a member of the board of directors, and (iv) Ter Meulen
Post, a Dutch retail catalogue  company where,  during 1993, Mr. Springel served
as Chief Operating Officer. Both Interlogic and Riedel were in Chapter 11 during
Mr.  Springel's  association  with those  companies.  Since  December  1995, Mr.
Springel has served on the board of directors of Pinebrook Capital.

     There are no family  relationships among executive officers or directors of
the Company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors,  officers  and ten  percent  beneficial  owners  to file  reports  of
ownership and changes in ownership with the SEC. Directors, officers and greater
than ten percent  beneficial  owners are required by SEC  regulations to furnish
the Company with copies of all Section 16(a) forms they file.

     Based  solely on its review of the copies of such forms  received by it, or
written  representations  from  certain  reporting  persons that no Form 5s were
required for such  persons,  the Company  believes  that each of its  directors,
officers and greater than ten percent  beneficial  owners during the fiscal year
ended December 31, 1999 have complied with all filing requirements applicable to
such person.

                                        3
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION

SUMMARY OF CASH AND OTHER COMPENSATION

     The  following  table sets forth the  compensation  earned by the Company's
Chief  Executive  Officer  and each of the other  four most  highly  compensated
executive  officers  whose  compensation  for the fiscal year ended December 31,
1999 exceeded  $100,000 for services  rendered in all  capacities to the Company
during the last three fiscal years (the "Named Executive Officers").

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                             Annual               Long-Term
                                          Compensation       Compensation Awards
 Name and Principal         Fiscal    ---------------------   Shares Underlying     All Other
      Position               Year     Salary(1)    Bonus(3)    Options Granted   Compensation(2)
      --------               ----     ---------    --------    ---------------   ---------------
<S>                          <C>      <C>          <C>            <C>              <C>
David S. Morse(4) ........   1999     $ 59,125           --             --               --
 Former Chairman of the      1998     $ 64,919           --        155,000(5)            --
 Board and Acting Chief        --           --           --             --               --
 Executive  Officer

Andrew S. Pascal(6) ......   1999     $208,265     $100,000        300,000            $ 450
 Chief Executive Officer,    1998     $191,338     $  2,300        130,000(7)         $ 380
 President, and Acting       1997     $162,500     $ 35,003         30,000            $ 332
 Chief Financial Officer

Betsy B. Sutter ..........   1999     $126,000     $ 31,500        150,000            $ 362
 Vice President--Human       1998     $121,870     $ 15,000        150,400(8)         $ 319
 Resources(9)                1997     $ 82,385           --         25,200            $ 198

Paul Mathews .............   1999     $126,170     $ 46,875        150,000            $ 360
 Vice President--Business    1998     $125,000     $  6,375        163,336(10)        $ 270
 Development and             1997     $110,417           --         40,000            $ 262
 Government Affairs

Paul D. Miltenberger .....   1999     $150,643     $ 32,500        100,000            $ 324
 Vice President--            1998     $109,167     $ 17,721             --
 Corporate Development       1997     $ 93,031           --             --

John K. Penver ...........   1999     $124,993     $ 31,250        140,000            $ 360
 Vice President-             1998     $116,667     $ 11,307             --
 Finance(11)                 1997     $ 85,256           --             --
</TABLE>
----------
(1)  Salary includes any compensation deferred under Company's 401(k) plan.
(2)  Represents  life insurance  premiums paid by the Company for the benefit of
     the Named Executive Officer.
(3)  In March of 1999,  a  retention  program  was  adopted  by the  Board  that
     compensated the Company's  executives for their continued commitment to the
     reorganization of the company.
(4)  Mr.  Morse was  elected  Chairman of the Board in August 1998 and served as
     Acting Chief Executive Officer from August 1998 to February 1999.
(5)  Represents  5,000 shares granted to Mr. Morse in his capacity as a director
     and 75,000 shares granted to him as Acting Chief Executive  Officer,  which
     shares were repriced in December 1998.
(6)  Mr. Pascal currently serves as President and Chief Executive Officer of the
     Company,  to which he was  elected in  February  1999.  From  January  1997
     through February 1999, he served as Executive Vice  President-Marketing and
     Game Development.
(7)  Represents options granted in prior years and repriced in September 1998.
(8)  Represents  25,200  shares  granted in prior years and  repriced in January
     1998 and in September  1998;  50,000 shares granted in 1998 and repriced in
     September 1998.
(9)  Ms. Sutter was hired in March, 1997.
(10) Represents  40,000  shares  granted in prior years and  repriced in January
     1998 and in  September  1998;  16,666  shares  granted  in a prior year and
     repriced in September  1998;  33,335  shares  granted in 1998,  repriced in
     September 1998 and subsequently cancelled in October 1998.
(11) Mr. Penver was hired in February, 1997.

                                        4
<PAGE>
STOCK OPTION GRANTS

     The following  table sets forth further  information  regarding  individual
grants of options for the Company's  Common Stock during the year ended December
31, 1999 for each Named Executive Officer. Such grants were made pursuant to the
Company's  1994 Stock Option Plan and 1997  Non-Qualified  Stock Option Plan. In
accordance with the rules of the Securities and Exchange Commission ("SEC"), the
table sets forth the hypothetical gains or "option spreads" that would exist for
the  options at the end of their  respective  ten- year  terms  based on assumed
annualized  rates of compound  stock price  appreciation  of 5% and 10% from the
dates the options were granted to the end of the respective option terms. Actual
gains, if any, are dependent on the future  performance of the Company's  Common
Stock  and  overall  market  conditions.  There  can be no  assurance  that  the
potential realizable values shown in this table will be achieved.

                        OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
                                                                                      Potential Realizable
                                                                                    Value at Assumed Annual
                           Number of     % of Total                                  Rates of Stock Price
                            Shares        Options                                   Appreciation for Option
                          Underlying     Granted to    Exercise                             Term(4)
                           Options        Employees     Price        Expiration   ---------------------------
       Name              Granted(1)(2)     in 1998    Per Share(3)      Date          5%             10%
       ----              -------------     -------    ------------      ----      -----------     -----------
<S>                        <C>             <C>           <C>          <C>         <C>             <C>
David S. Morse ........                    0.0000
Andrew S. Pascal ......    300,000         8.7266        $ 0.75       03/09/09    $141,501.00     $358,592.00
Betsy B. Sutter .......    150,000         4.3633        $ 0.75       03/09/09    $ 70,751.00     $179,296.00
Paul Mathews ..........    150,000         4.3633        $ 0.75       03/09/09    $ 70,751.00     $179,296.00
Paul D .Miltenberger ..    100,000         2.9089        $ 0.75       03/09/09    $ 47,167.00     $119,531.00
John K. Penver ........     40,000         1.1636        $ 0.50       03/12/09    $ 12,578.00     $ 31,875.00
                           100,000         2.9089        $ 0.75       04/22/09    $ 47,167.00     $119,531.00
</TABLE>
----------
(1)  Options  granted in 1999 were granted under the 1994 Stock Option Plan, the
     1996 Outside Directors' Stock Option Plan and the 1997 Non-Qualified  Stock
     Option Plan. The Board of Directors has discretion, subject to plan limits,
     to modify the terms of outstanding options.
(2)  With the exception of the options for 5,000 shares that were granted to Mr.
     Morse in 1998 under the 1996 Outside  Directors'  Plan, which provides that
     options become  exercisable upon vesting,  each option is fully exercisable
     from the time of grant,  subject to the Company's  right to repurchase  any
     unvested  shares  at  the  original  exercise  price  in the  event  of the
     optionee's termination.  Shares vest at the rate of 1/4 of the shares after
     one year and then 1/48 of the total number of shares each month thereafter.
     Each  option  expires  ten  years  from the date of  grant.  Under the 1997
     Outside Directors' Plan, shares vest monthly over 36 months.
(3)  The per-share  exercise price of options granted represents the fair market
     value of the underlying  shares of Common Stock on the dates the respective
     options were granted as reported on the NASDAQ National Market,  or the OTC
     Bulletin Board, as applicable.
(4)  Amounts  represent  hypothetical  gains  that  could  be  achieved  for the
     respective  options if exercised at the end of the option term. The assumed
     5% and 10% rates of stock price  appreciation are provided  pursuant to the
     rules of the  Securities  and Exchange  Commission and do not represent the
     Company's estimate or projection of the future Common Stock price.

                                        5
<PAGE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

     The following table sets forth certain  information  regarding the exercise
of options by the named Executive  Officers  during 1999 and  unexercised  stock
options held by each of the Named Executive Officers as of December 31, 1999:

                        Number of Securities
                            Underlying                 Value of Unexercised
                       Unexercised Options at        In-the-Money Options at
                         December 31, 1999             December 31, 1999(1)
                    -----------------------------  -----------------------------
                    Exercisable(2)  Unexercisable  Exercisable(2)  Unexercisable
                    --------------  -------------  --------------  -------------
Andrew S. Pascal...    430,000            0              0               0
Betsy B. Sutter....    225,200            0              0               0
Paul Mathews.......    206,666            0              0               0
Paul Miltenberger..    175,000            0              0               0
John Penver........    179,700            0              0               0

----------
(1)  Market  value of  underlying  securities  at year end  ($0.125)  minus  the
     exercise price.
(2)  With certain exceptions, all options are fully exercisable,  subject to the
     Company's right to repurchase any unvested shares at the original  exercise
     price in the event of the optionee's termination.

EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL AGREEMENTS

     Not applicable.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following  table sets forth certain  information  regarding  beneficial
ownership of the  Company's  Common Stock as of March 1, 2000 by (i) each person
known  by  the  Company  to own  beneficially  more  than  five  percent  of the
outstanding  shares of Common Stock,  (ii) each  director of the Company,  (iii)
each of the executive  officers named in the "Executive  Compensation -- Summary
Compensation  Table"  on page 7 and (iv) all  directors  and  current  executive
officers as a group.

                                                            Shares of Common
                                                           Stock Beneficially
                                                                 Owned(1)
                                                         ----------------------
Five Percent Shareholders, Directors                    Percentage
     and Executive Officers                              Number(2)    Ownership
------------------------------------                     ---------    ---------
Andrew S. Pascal......................................   11,999,562      27.94
Paul D. Mathews.......................................    8,085,140      20.71
Betsy B. Sutter.......................................    1,117,009       3.48
John Penver...........................................    1,504,675       4.64
Paul Miltenberger.....................................    1,423,534       4.40
All directors and current executive
  officers as a group (7 persons)(3)..................   24,129,920      43.81

                                        6
<PAGE>
----------
(1)  Beneficial  ownership is  determined  in  accordance  with the rules of the
     Securities  and  Exchange  Commission.  In  computing  the number of shares
     beneficially owned by a person and the percentage ownership of that person,
     shares of Common Stock  subject to options or warrants  held by that person
     that are currently  exercisable or will become  exercisable  within 60 days
     after  March 1, 2000 are  deemed  outstanding,  while  such  shares are not
     deemed  outstanding for purposes of computing  percentage  ownership of any
     other person. In general,  options granted under the 1994 Stock Option Plan
     are fully  exercisable  from the date of grant,  subject  to the  Company's
     right to repurchase any unvested shares at the original exercise price upon
     termination  of  employment.  Unless  otherwise  indicated in the footnotes
     below,  the  persons and  entities  named in the table have sole voting and
     investment power with respect to all shares beneficially owned,  subject to
     community property laws where applicable.
(2)  On November 24, 1999, the Company adopted the "1999 Long Term  Compensation
     Plan"  pursuant to a resolution  of the Board of  Directors.  On the 7th of
     February, 2000, the officers along with many of the employees, were granted
     new  options  that  took  effect in  fiscal  year  2000.  The  schedule  of
     beneficial  shares  reflects  the effects of this plan with  regards to the
     officers  listed  thereunder.  Options  granted  under  the 1999  Long Term
     Compensation  plan vest 20% on date of  issuance,  and the  remainder  vest
     1/48th each calendar month after issuance, unless earlier terminated.
(3)  Includes  6,989,470 shares issuable upon exercise of stock options that are
     currently exercisable or will become exercisable within 60 days after March
     1, 2000 from the options that were granted on February 7th, 2000, under the
     1999 Long Term Compensation Plan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On November 24, 1999,  Mr.  Andrew  Pascal,  the President and CEO, and Mr.
Paul  Matthews,  the Vice  President  of  Business  Development  and  Government
Affairs,  each  issued  non-recourse  promissory  notes  to the  Company  in the
principal amount of $117,431.17, as payment for 7,828,745 shares of common stock
issued to each of Messrs.  Pascal and Matthews  under the Silicon  Gaming,  Inc.
1999 Long Term Compensation Plan.  Messrs.  Pascal and Matthews each pledged the
shares as collateral  against the payment of the promissory  notes.  As of April
28,  2000,  the  principal  amount  outstanding  on  each  promissory  note  was
$117,431.17.  The notes each accrue  interest at the rate of 6.39% per annum and
mature on October 30, 2009.

                                        7
<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 amendment to report to
be signed on its behalf by the undersigned, thereunto duly authorized.


                                        Silicon Gaming, Inc.


                                        By: /s/ Andrew S. Pascal
                                            ------------------------------------
                                            Andrew S. Pascal
                                            President, Chief Executive Officer,
                                            Acting Chief Financial Officer and
                                            director

                                        Date: May 1, 2000