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

                          FORM 10-K/A
                  Amendment No. 1 to Form 10-K

         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES  EXCHANGE ACT OF 1934
            For the Fiscal Year ended June 30, 1996

                  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

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

  Securities registered pursuant to Section 12(g) of the Act:
                  Common Stock, $0.10 par value

    15% Non-Voting Senior Pay-in-Kind Special Stock, Series B,
                         $0.10 par value
                        (Title of Class)
                                
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

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. [  ]

The  aggregate  market value of the voting  stock  held  by  non-
affiliates  of the registrant was approximately $100,314,000   as
of October 16, 1996.

The   number  of  shares  of  Common  Stock,  $0.10  par   value,
outstanding  as of October 16, 1996 according to the  records  of
registrant's registrar and transfer agent, was 31,833,640.


GENERAL
      Alliance  Gaming Corporation ("Alliance", the "Company"  or
the  "Registrant") hereby amends its Annual Report on  Form  10-K
for the fiscal year ended June 30, 1996 by deleting its responses
to  Items  10  through  13 contained in its original  filing  and
replacing such sections with the following:

ITEM 10 . DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

   The name, age, present principal occupation or employment  and
five-year  employment  history  of  each  of  the  directors  and
executive  officers of Alliance as of  November 1,  1996  is  set
forth  below.  No  director or executive officer  is  related  by
blood,  marriage or adoption to any other director  or  executive
officer.

 Name                  Age     Position with the Company
                 
 Steve Greathouse      45     Chairman of the Board, President
                              and Chief Executive Officer
 Jacques Andre         59     Director
 Anthony DiCesare      33     Director and Executive Vice
                              President-Development
 Craig Fields          50     Vice Chairman of the Board
 Joel Kirschbaum       45     Director and Consultant
 David Robbins         36     Director
 Alfred H. Wilms       51     Director
 Hans Kloss            55     President, Bally Gaming, Inc.
 Robert Conover        50     President, Bally Systems Division
 Shannon L. Bybee      56     Executive Vice President-
                              Government Affairs and Special
                              Advisor to the Board of Directors
 Scott Schweinfurth    42     Senior Vice President- Chief
                              Financial Officer and Treasurer
 David D. Johnson      44     Senior Vice President, General
                              Counsel and Secretary
 Robert L. Miodunski   45     Senior Vice President- Route
                              Group (Nevada)
 Robert L. Saxton      43     Senior Vice President-Casino
                              Operations
 Johnann F. McIlwain   49     Vice President-Marketing
 Robert A. Woodson     46     Vice President-Regulatory          
                              Compliance

      The  Company's bylaws provide that the Board of  Directors
shall consist of no fewer than three or more than nine directors,
with the exact number to be fixed by the Board of Directors.  The
Company's  bylaws  provide that the Board of Directors  shall  be
divided into three classes as nearly equal in number as possible,
with  each  class  having a term of three years  or  until  their
successors  are  duly  qualified.  Pursuant  to  the  Stockholder
Agreement described below, the Board of Directors has fixed  the
number of directors at seven.

      As  contemplated by the Stockholders Agreement dated as  of
September 21, 1993 by and among Alliance,Kirkland Investment Corporation("KIC"),
Gaming Systems Advisors, L.P. ("GSA"), Kirkland-Ft. Worth Investment Partners, 
L.P., ("KFW") and  Mr.Wilms  (as amended, the "Stockholders Agreement"), the 
Board of Directors of Alliance is to consist of four persons designated by
KIC  (currently Messrs. Kirschbaum, DiCesare, Robbins and Andre),
one  person designated by Mr. Wilms (Mr. Wilms) and two directors
designated  by a majority of the Board of Directors  of  Alliance
(currently  Messrs.  Fields  and Greathouse).  Mr.  Wilms   is
entitled  to attend all meetings of the committees of  Alliance's
and its subsidiaries' Boards of Directors. In addition, under the
Stockholders  Agreement,  Mr. Wilms  is  contractually  obligated
until  September 21, 1997 to vote his shares of Common  Stock  in
favor  of  the  four  nominees of KIC to the  Alliance  Board  of
Directors.

The  following  table  sets  forth  the  names  of,  and  certain
information with respect to, the terms of the directors:

                              Director      Term
                               Since       Expires
Jacques Andre                  1996         1998
Anthony DiCesare (2)(3)        1994         1996  (5)
Dr. Craig Fields(2)            1994         1997
Steve Greathouse               1994         1997
Joel Kirschbaum(3)             1994         1996 (5)
David Robbins (1)(4)           1994         1998
Alfred H. Wilms (1)(2)(3)(4)   1983         1997
______________
(1) Member of the Audit Committee
(2) Member of the Executive Committee
(3) Member of the Nominating Committee
(4) Member of the Compensation Committee
(5)  The terms for these directors end at the next regularly scheduled Annual 
Meeting, at which time they can be nominated for  a  new
term.   The Company expects that this meeting will take place during the first
half of 1997.

   Steve  Greathouse  joined  Alliance  as  President  and  Chief
Executive  Officer in August 1994, was appointed  a  director  in
October  1994,  and became Chairman of the Board in  March  1995.
Mr.  Greathouse,  who has held various positions  in  the  gaming
industry since 1974, most recently served as the President of the
Harrah's   Casino   Hotels  Division  of  The  Promus   Companies
Incorporated from September 1993 to July 1994. In this  position,
Mr.  Greathouse  had responsibility for Harrah's resorts  in  Las
Vegas,  Laughlin,  Reno,  Lake  Tahoe  and  Atlantic  City.  From
July  1991  to September 1993, Mr. Greathouse served as President
and  (from  1990)  Chief Operating Officer of  Harrah's  Southern
Nevada,  overseeing  the  operations of Harrah's  Las  Vegas  and
Harrah's Laughlin. From 1990 to July 1991, Mr. Greathouse  served
as   Executive  Vice  President  of  Harrah's  Southern   Nevada.
Mr. Greathouse is an active member and has served as the Chairman
of  the  Board  of the Nevada Resort Association and  is Chairman of the Board
and serves  on  the Executive Committee of United Way of Southern Nevada. He 
has also served  as  a member of the Board of Directors of the  Las  Vegas
Convention and Visitors Authority and on the Executive  Committee
of  the Nevada Development Authority. Mr. Greathouse has tendered
his  resignation  to the Company which will be  effective  as  of
December 31, 1996.

   Jacques P. Andre was appointed a director in August 1996.  Mr.
Andre   has   been  a  partner  with  Paul  Ray   Berndtson,   an
international  executive search firm, from 1975 to  the  present.
He  also serves on its Board of Directors.  From 1965 to 1975, he
was consultant with Ernst & Young (then Ernst & Ernst).

   Anthony  L.  DiCesare  was  employed  by KIC,  a private investment  
management  company,from  April  1991 to July 1994 and joined Alliance  as  
Executive Vice  President-Development and as a director in July 1994. Prior
to that time and following his graduation from business school in
1989,  he  was employed as an associate at Wasserstein, Perella  &
Co.,  Inc. from September 1989 to April 1991, where he worked  in
the Mergers and Acquisitions group.

   Dr. Craig Fields was appointed a director and Vice Chairman of
the  Board in October 1994 . Dr. Fields was employed by the  U.S.
Department of Defense Advanced Research Projects Agency  ("ARPA")
from  1974  to 1990. He joined the Microelectronics and  Computer
Technology  Corporation ("MCC") in 1990 as  President  and  later
became  Chairman  and  CEO. He left MCC in 1994,  and  serves  as
director of two publicly-traded corporations in addition  to  the
Company, Ensco, Inc. and Projectavision, Inc.

   Joel  Kirschbaum  was appointed a director in  July  1994  and
served as Chairman of the Board from July 1994 to March 1995  and
is  a  consultant  to  the Company. Mr. Kirschbaum  is  the  sole
stockholder,  director  and officer of KIC,  which  is  the  sole
general  partner  in   KFW, and of GSA, Inc.  ("GSI"), which is  the  sole
general partner in GSA. He  has been  engaged in operating the businesses of 
KIC and   KFW  since January 1991 when KIC and  KFW were established, and GSI
and  GSA since  June  1993.  Prior to that time,  he  worked  at  Goldman,
Sachs  & Co. for 13 years, during the last six of which he was  a
General Partner. When he established KIC and  KFW, Mr. Kirschbaum
resigned his general partnership interest in Goldman, Sachs & Co.
and became a limited partner. Mr. Kirschbaum resigned his limited
partnership interest in Goldman, Sachs & Co. in November 1993.

    David  Robbins  was  appointed  a  director  in  July   1994.
Mr.  Robbins  has  been  an  attorney with  O'Sullivan,  Graev  &
Karabell, LLP from September 1995 to the present. From  May  1993
to  September  1995,  Mr. Robbins was an  attorney  with  Kramer,
Levin,  Naftalis,  Kamin  &  Frankel.  From  September  1984   to
May  1993,  Mr.  Robbins was an attorney  with  Cahill  Gordon  &
Reindel.

   Alfred  H.  Wilms has served as a director of  Alliance  since
November  1983. He served as Chief Executive Officer of  Alliance
from  December 1984 to July 1994 and as Chairman of the Board  of
Alliance  from August 1986 to July 1994. From 1976 through  1989,
Mr. Wilms served as President of Wilms Distributing Company, Inc.
and  Wilms Export Company, N.V., a Belgian company engaged in the
distribution of amusement and gaming equipment. From 1971 through
1976,  Mr.  Wilms held various positions with Bally  Continental,
including  positions  in  research  and  development,  marketing,
sales,  gaming operation and management, and, from  1974  through
1979,  he  served  as  a  director of Bally  Manufacturing  Corp.
Mr.  Wilms  is currently President and a director of  Aqualandia,
the  largest  waterpark in Europe; President and  a  director  of
Gibsa, a real estate company located in Spain; and a director  of
Jardin  Parks, a real estate company located in Spain. Mr.  Wilms
is a citizen and resident of Belgium.

   Hans  Kloss joined Alliance in June 1996 as President and Chief Operating
Officer of Bally Gaming,  Inc.  and Co-Managing Director of Bally Wulff  
Automaten and  Bally  Wulff  Vertriebs and Managing  Director  of  Alliance
Automaten GmbH & Co. KG.  Prior to joining the Company, Mr. Kloss
had  been a director of BGII since August 1991 and President  and
Chief  Operating Officer of BGII since May 1993.  Mr.  Kloss  had
been  the Managing Director of BGII's German subsidiaries,  Bally
Wulff  Automaten and Bally Wulff Vertriebs, since  1981  and  has
been employed by those companies since 1970

   Robert  Conover joined Alliance in June 1996 as President of Bally Systems 
division of Bally Gaming, Inc. Prior to joining the Company, Mr. Conover served 
as the President of Bally Systems and has held  that position  since  November 
1990. Mr. Conover also serves  as  Vice President  and  Chief Information 
Officer of Bally  Entertainment Corporation  ("BEC") and has served as such 
since December  1992. Mr. Conover is also Senior Vice President in charge of 
Management Information  Systems  Operations at  the  BEC  subsidiaries  that
operate casino hotels, and has held that position since 1983.

   Shannon  L. Bybee joined Alliance in July 1993 and  served  as
President  and  Chief  Operating  Officer  until  July  1994.  In
July  1994,  Mr.  Bybee  assumed  the  roles  of  Executive  Vice
President-Government Affairs and Special Advisor to the Board  of
Directors  and  also took a position as Associate Professor  with
the  William  F. Harrah College of Hotel Administration  and  the
UNLV  International Gaming Institute at the University of Nevada,
Las Vegas. Mr. Bybee currently serves as a member of the board of
directors  of  The  Claridge  Hotel  and  Casino  Corporation,  a
position  he has held since August 1988. Prior to his association
with Alliance, Mr. Bybee had served as Chief Executive Officer of
The  Claridge  Hotel and Casino Corporation from August  1989  to
July  1993.  From 1983 to 1987 Mr. Bybee served  as  Senior  Vice
President  and  from  1978 to 1981 as Vice  President  of  Golden
Nugget, Inc. (now Mirage Resorts, Inc.).

  Scott Schweinfurth joined Alliance  in June 1996 as Senior Vice
President,  Chief  Financial Officer  and  Treasurer.   Prior  to
joining  the Company, Mr. Schweinfurth had served as  the  Senior
Vice  President, Chief Financial Officer and Treasurer of BGII  .
since  March  1995. Prior to joining BGII, Mr.  Schweinfurth  had
been  a partner at the accounting firm of Ernst & Young LLP since
October  1988, having joined the audit staff of its  predecessor,
Arthur Young & Company, in September 1976.  Mr. Schweinfurth is a
Certified Public Accountant.

   David  D.  Johnson joined Alliance as Senior  Vice  President,
General   Counsel  and  Secretary  in  March  1995.   Previously,
Mr.   Johnson  developed  extensive  gaming  industry  experience
representing  a  diverse  group of casino  clients  as  a  Senior
Partner at Schreck, Jones, Bernhard, Woloson & Godfrey, a  Nevada
law  firm where he was employed from January 1987 to April  1995.
Prior  to  joining Schreck, Jones, Bernhard, Woloson  &  Godfrey,
Mr.  Johnson  served  as Chief Deputy Attorney  General  for  the
gaming   division  of  the  Nevada  Attorney  General's   Office.
Mr. Johnson serves as Vice Chairman of the Executive Committee of
the  Nevada State Bar's Gaming Law Section and is an officer  and
founding member of the Nevada Gaming Attorneys Association.

   Robert  L. Miodunski joined Alliance as Senior Vice President-
Route  Group  (Nevada)  in  March  1994.  From  January  1991  to
March  1994,  Mr.  Miodunski was President  of  Mulholland-Harper
Company,  a  sign  manufacturing and service company.  From  1984
through  1990, Mr. Miodunski held various positions with  Federal
Signal  Company, the most recent being Vice President and General
Manager of the Midwest Region of the Sign Group.

    Robert  L.  Saxton  joined  Alliance  in  1982  as  Corporate
Controller  and was elected Vice President-Casino  Operations  in
December 1993 and Senior Vice President-Casino Operations in June
1996.  Since  joining  Alliance,  Mr.  Saxton  has  held  various
management positions with the Gaming Machine operations  business
unit  and is currently responsible for casino operations. He also
serves as President of Alliance's Louisiana subsidiaries.

   Johnann  F.  McIlwain joined Alliance in  June  1994  as  Vice
President-Marketing.  From 1991 to 1992, Ms.  McIlwain  was  Vice
President  of  Marketing of Greenwood, Inc., a Philadelphia-based
gaming  and  entertainment company. From 1989 to  1991,  she  was
Director   of   Marketing  Services  for  Hospitality   Franchise
Systems,  Inc.  in  Parsippany,  New  Jersey.  Prior  to  joining
Hospitality  Franchise  Systems,  Inc.  Ms.  McIlwain  served  as
Director  of  Advertising  for the Resorts  International  Casino
Hotel  and  the  Trump Taj Mahal Casino Hotel. Ms.  McIlwain  has
tendered  her resignation to the Company which will be  effective
as of November 30, 1996.

  Robert A. Woodson joined Alliance in 1988 as Director of Gaming
Compliance   and   was   promoted  to  Vice  President-Regulatory
Compliance   in  September  1993.  Prior  to  joining   Alliance,
Mr.  Woodson was with the Investigation Division of the State  of
Nevada Gaming Control Board for 10 years.

Section 16(a) Beneficial Ownership Reporting Compliance

Section   16(a)  of  the  Exchange  Act  requires  the  Company's
directors  and executive officers, and person who own  more  than
ten percent of a registered class of Alliance's equity securities
("Insiders"),  to  file with the Commission  initial  reports  of
ownership  and  reports of changes in ownership of the  Company's
Common   Stock.   Insiders  are  required  by  the   Commission's
regulations  to  furnish the Company with copies of  all  Section
16(a) reports filed by such persons.  To the Company's knowledge,
based  on  its review of the copies of such reports furnished  to
the  Company  during  the fiscal year ended  June  30,  1996,  all
Section  16(a)  filing requirements applicable to  Insiders  were
complied with, except that  Mr. Kloss and Mr. Schweinfurth  filed
Form  3's  which did not meet the filing deadline.  In  addition,
Mr. Conover  is delinquent in filing his Form 3 and Form 5.


ITEM 11 . EXECUTIVE COMPENSATION

   The following table sets forth the compensation paid or to  be
paid by the Company to the Company's chief executive officer  and
its   four  other  most  highly  compensated  executive  officers
receiving  over  $100,000 per year for services rendered  in  all
capacities to the Company during the fiscal year ended  June  30,
1996, and one individual who met the criteria for disclosure  but
was  not  serving as an executive officer at June 30, 1996   (the
"Named Executive Officers"):
<TABLE>
<CAPTION>
Summary Compensation Table *

                          Fiscal                                    Long-Term
                          Year          Annual Compensation         Compensation  (1)
 Name and                 Ending                      Other Annual  AwardsAll     Other
Principal Position        June 30  Salary     Bonus   Compensation  Options       Compensation
<S>                        <C>    <C>       <C>          <C>         <C>           <C>
Steve Greathouse (2)       1996   $400,000   $450,000    (4)            -          $12,349
 President, Chairman of    1995    338,462  1,312,500    (4)         500,000         4,638
 the Board and Chief 
 Executive Officer

Anthony DiCesare           1996   $250,000   $375,000    (4)            -           $8,652
 Executive Vice President  1995    170,347        -      (4)            -            5,942
 -Development
David D. Johnson           1996   $200,000   $350,000    (4)            -           $6,277
 Senior Vice President,    1995     38,462     50,000    (4)         200,000         1,486
 General Counsel
 and Secretary

Robert L. Miodunski        1996   $194,808    $70,000    (4)          36,000        $8,418
 Senior Vice President     1995    175,000     75,000    (4)            -            4,816
 -Route Group (Nevada)     1994     47,115     15,000    (4)          85,000           807

Robert L. Saxton           1996   $190,846    $80,000    (4)            -           $6,043
 Senior Vice President     1995    175,000     35,000    (4)            -            5,988
 -Casino Operations        1994    123,077     15,000    (4)         110,000         5,723

John W. Alderfer           1996   $255,569         -     (4)            -           $9,954
 Former Senior Vice        1995    228,756         -     (4)         150,000        19,127
 President,Treasurer and   1994    222,137     50,000    (4)            -           19,622
 Chief Financial Officer(3)
</TABLE>
________________
*    As used in the tables provided under the caption "Executive
     Compensation," the character  " - " is used to represent
     "zero."

(1)  "All Other Compensation" for 1996 includes (i) contributions
     made  by the Company to the Company's Profit Sharing  401(k)
     Plan in amounts of $0, $2,375, $0, $2,375, $0, and $2,375 on
     behalf  of  Mr. Greathouse, Mr. DiCesare, Mr.  Johnson,  Mr.
     Miodunski, Mr. Saxton, and Mr. Alderfer respectively, ,  and
     (ii)  payments  made  in connection with  health,  life  and
     disability insurance programs in amounts of $12,349, $6,277,
     $6,277,  $6,043,  $6,043  and  $7,579  on  behalf   of   Mr.
     Greathouse,  Mr. DiCesare, Mr. Johnson, Mr.  Miodunski,  Mr.
     Saxton, and Mr. Alderfer, respectively.
(2)  Mr.  Greathouse  joined the Company as President  and  Chief
     Executive Officer in August 1994 and assumed the position of
     Chairman of the Board of Directors in March 1995.
(3)  In June 1996, Mr. Alderfer resigned from the Company.
(4)  The  aggregate  amount of such compensation to  be  reported
     herein  is  less  than the lesser of either  $50,000  or  10
     percent  of  the total annual salary and bonus reported  for
     the Named Executive Officer.

Option/SAR Grants in Last Fiscal Year

The  following table relates to options granted during the fiscal
year ended June 30, 1996:
<TABLE>
<CAPTION>
                                                                             Potential
                                                                         Realizable Value at
                                 Individual Grants                       Assumed Annual Rates
                                    %  of Total                               of Stock
                                      Granted                            Price Appreciation 
                  Options      to Employees in   Exercise   Expiration     for Option Term
Name              Granted      Fiscal Year        Price       Date           5%       10%
<S>               <C>    <S>        <C>           <C>        <C>         <C>       <C>
Robert Miodunski  36,000 (a)        11.4%         $5.50      8/31/05     $125,000  $316,000
</TABLE>
____________
(a) The options granted vest in equal increments over three years
beginning on September 1, 1997

Aggregated  Option/SAR Exercises in Last Fiscal Year  and  Fiscal
     Year-End Option/SAR Values

The  following  table  relates to options  exercised  during  the
fiscal  year ended June 30, 1996 and options outstanding at  June
30, 1996:
<TABLE>
<CAPTION>
                                           Number of Unexercised         Value of Unexercised
                      Shares                     Options at            In-the-Money Options at
                   Acquired on    Value        June 30, 1996                  June 30, 1996
Name                Excercise   Realized  Exercisable  Unexercisable  Exercisable  Unexercisable
<S>                     <C>         <C>     <C>           <C>          <C>           <C>      <S>
Steve Greathouse        -           -        83,333       416,667          -         $469,000 (a)
Anthony DiCesare        -           -          -             -             -             -               
David D. Johnson        -           -        66,667       133,333          -             -
Robert L. Miodunski     -           -        56,667        64,333          -             -
Robert L. Saxton        -           -        70,000        68,000          -             -
John W. Alderfer        -           -       237,000          -         $103,125          -
</TABLE>
_________
(a)        Represents the value of 250,000 warrants with a strike
price  of  $1.50, which become exercisable in equal amounts  only
when  the  Common Stock price reaches $11, $13 and  $15,  and  is
computed  as  the  difference between the strike  price  and  the
closing price on the last day of the fiscal year

Directors' Compensation

Directors  of  the  Company  who  are  also  employees  are   not
separately  compensated  for  their services  as  directors.  Fee
arrangements with other Directors of the Company are presently as
follows:   (i) Mr. Kirschbaum, $250,000 per year for all services
as  a Director, member of the Nominating Committee and consultant
;  (ii)  Dr. Fields, $250,000 per year for all services  as  Vice
Chairman  of  the Board and Chairman of the Executive  Committee;
(iii) Mr. Wilms, $150,000 per year for all services as a Director
and  member of various committees; and (iv) Mr. Robbins,  $35,000
per  year  for all services as a Director and member  of  various
committees.   Fee arrangements for Mr. Andre have  not  yet  been
finalized.   Directors are also reimbursed for  their  reasonable
out-of-pocket expenses incurred on Company business.

The Board of Directors granted Mr. Kirschbaum a bonus of $575,000
related  to  the  two-year period ended June 30, 1996  which  was
paid in the quarter ended September 30, 1996.

The  Board  of Directors granted Dr. Fields a bonus  of  $300,000
related  to  the  two-year period ended June 30, 1996  which  was
paid in the quarter ended September 30, 1996. As a result of  the
consummation of the Merger, Dr. Fields was granted 150,000  stock
options  at  $3.4375  per share effective  June  18,  1996  which
immediately  vested and are exercisable through  June  18,  2001.
From time to time in the past, other directors have been provided
with stock options.

Employment and Severance Arrangements

The  Company has agreed to employ Mr. Greathouse for  a  term  of
three  years ending August 14, 1997 at a base salary of $400,000,
plus  a  bonus  to be determined by the Board of  Directors.   In
addition,  Mr. Greathouse received (i) 250,000 shares  of  Common
Stock,  (ii) warrants to purchase 250,000 shares of Common  Stock
on  terms substantially similar to the warrants issued to GSA  in
September  1993 ("Incentive Warrants"), which Incentive  Warrants
vested  in  August  1995, and (iii) options to  purchase  250,000
shares  of  Common  Stock pursuant to the  Company's  1991  Stock
Option  Plan  ("Employee Options"), which Employee  Options  will
vest ratably over a three-year period. The arrangement with Mr. Greathouse
will  entitle him to receive coverage under Company welfare plans
and  the  reimbursement of certain expenses. Mr.  Greathouse  has
tendered  his resignation to the Company which will be  effective
as of December 31, 1996. In connection with Mr. Greathouse's resignation, the
Company has agreed to pay him in discharge of its obligations under his
employment contract approximately $425,000 plus accrued vacation time and
$225,000 for consulting services to be provided during 1997.
In addition, the Company will continue Mr. Greathouse's coverage under certain
benefit plans until August 1997 and has vested all his unvested stock options.

The  Company  was  party  to  an Employment  Agreement  with  Mr.
Alderfer  that  expired in September 1996. Mr. Alderfer  resigned
from  the  Company in June 1996, and the Company and Mr. Alderfer
are   currently  in  arbitration  over  the  settlement  of   Mr.
Alderfer's Employment Agreement.

The  Company  is  party  to  an  Employment  Agreement  with  Mr.
Miodunski for a term of  three years ending August 31, 1998 which
generally  provides  for  a base salary  of  $200,000  per  year,
participation   in  the  Company's  compensation   programs   for
corporate  officers, receipt of 85,000 stock  options  under  the
1991  Plan  to  vest  over  a three-year  period,  and  severance
benefits of one year's base salary if Mr. Miodunski is terminated
without cause.

Compensation Committee Interlocks and Insider Participation

The Compensation  Committee is currently comprised of Mr.  Wilms  and
Mr. Robbins.  During such fiscal year, the Executive Committee of
the   Board   and   the  entire  Board  of  Directors   generally
participated in deliberations concerning the compensation of  the
Company's  executive officers.  Mr. Wilms served as the Company's
Chief  Executive Officer from December 1984 to July 1994.   Other
than current and previous positions disclosed in the previous tables, no other
member  of  the  Company's Board of Directors was an  officer  or
employee of the Company or any subsidiary during the fiscal  year
ended June 30, 1996 or is a former officer of the company or  any
subsidiary.

In  March  1992, Mr. Wilms committed to provide the VSI  Loan  to
Alliance's  majority controlled subsidiary, VSI. As consideration
for  Mr. Wilms commitment, Alliance issued to Mr. Wilms a warrant
to purchase 200,000 shares of Alliance Common Stock at a purchase
price  of  $2.50  per  share and agreed to  issue  an  additional
warrant  to  purchase 1.8 million shares of  Common  Stock  at  a
purchase price of $2.50 per share upon funding of the full amount
of  such  loan.  Both  warrants    have  an  expiration  date  of
September  1,  1998.  Mr. Wilms is entitled  to  one  demand  and
unlimited piggyback registration rights covering resale  for  the
Common Stock underlying the warrants . The exercise price of  the
warrants  was determined based on an analysis of, and a  fairness
opinion  with respect to, the transaction and on the price  range
of  the  Common  Stock during a period prior to  announcement  of
Alliance's  expansion  into  Louisiana.  The  VSI  Loan  required
quarterly  interest and principal payments with an interest  rate
equal  to  2%  above the London InterBank Offered Rate,  adjusted
quarterly.  The  VSI Loan was held by CTC, a Belgian  corporation
owned by Mr. Wilms and members of his family. During fiscal years
1993  and 1994, a total of $6.5 million was funded under the  VSI
Loan.   All  scheduled principal and interest payments were  made
through  September 1996, at which time the Board approved (except
for  Mr. Wilms who abstained from voting) the early payoff of the
remaining  principal balance and accrued interest  totaling  $2.8
million.

David  Robbins, a director of Alliance appointed to the Board  of
Directors in July 1994, was employed until July 1995 by  the  law
firm  of Kramer, Levin, Naftalis, Nessen, Kamin & Frankel and  is
currently with the law firm of O'Sullivan, Graev & Karabell, LLP,
both  of which have represented Alliance in various matters.  The
firms  received  fees from Alliance of $493,000 and  $112,000  in
fiscal 1995 and 1996, respectively.

ITEM  12  .  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS  AND
MANAGEMENT

The following table sets forth certain information as of  October
31  , 1996 with respect to the beneficial ownership of the Common
Stock,  which  constitutes Alliance's only outstanding  class  of
voting  securities, by (i) each person who, to the  knowledge  of
Alliance,  beneficially owned more than 5% of the  Common  Stock,
(ii)  each  director  of the Company, (iii) the  Named  Executive
Officers  of  Alliance  (as  defined in  the  Exchange  Act)  and
(iv) all executive officers and directors of Alliance as a group.
Except as indicated beneficial ownership includes the sole  power
to  vote and to dispose of the securities in question.  Except as
indicated  in  footnotes  15 and 16 to the  following  table,  no
director or executive officer of Alliance owned any other  equity
securities of Alliance.

                                                           
                                        Amount of       Percent
                                         Shares            of
                                           (1)          Class(1)
                                                     
Alfred H. Wilms                         7,034,082(2)      20.8% 
                                                     
FMR Corp.                               3,271,086(3)      10.3% 
 82 Devonshire Street
 Boston, MA 02109
                                                           
AXA Assurances I.A.R.D Mutuelle and     2,352,656(4)       7.3% 
AXA Assurances Vie Mutuelle                      
 21, rue de Chateaudun
 75009 Paris France
Alpha Assurances I.A.R.D Mutuelle and                
Alpha Assurances Vie Mutuelle
 100-101 Terrasse Boieldieu
 92042 Paris La Defense France
Uni Europe Assurance Mutuelle
 24, rue Drouot
 75009 Paris France
AXA
 23, avenue Matignon
 75008 Paris France
The Equitable Companies Incorporated
 787 Seventh  Avenue
 New York, New York 10019
                                                           
Joel Kirschbaum                         1,016,800(5)       3.1% 
 Kirkland Investment Corporation             
 535 Madison Avenue
 New York, New York 10022
                                        
Steve Greathouse                          565,500(6)       1.7% 
Craig Fields                              337,500(7)       1.0% 
Anthony L. DiCesare                       391,300(8)       1.2% 
David Robbins                              28,400(9)        * 
Jacques Andre                               2,700           * 
Shannon L. Bybee                          315,000(10)      1.0%                
Scott Schweinfurth                         30,000(11)       * 
David D. Johnson                           66,667(12)       * 
Robert L. Miodunski                        68,667(13)       * 
Robert L. Saxton                           70,000(14)       * 
Hans Kloss                                822,654(15)      2.6% 
Robert Conover                            131,797(16)       * 
Robert A. Woodson                          12,000(17)       *           
Johnann F. McIlwain                        25,000(18)       *     
John W. Alderfer                          237,000(19)       * 
All executive officers and directors   10,784,733(20)    30.3% 
 as a group                                    
                                                           
_______

 *  Less than 1%.

(1)  Excludes  the  effect of (a) the issuance of  (i)  2,750,000
shares at $1.50 per share  subject  to  warrants  originally  issued  to   
KFW   and (ii)  1,250,000  shares at $1.50 per share  subject  to  warrants
originally  issued to GSA pursuant to the GSA Advisory  Agreement
on  September  21, 1993 and 2,500,000 shares at $1.50  per  share
subject  to additional warrants originally issued to  GSA  upon
consummation  of the Merger, all of which become  exercisable  in
equal amounts only when the stock price reaches $11, $13 and $15.
Pursuant  to an amendment to Schedule 13D filed on  October  31,
1996,  as part of a distribution of assets from KFW and  GSA  to
KIC and GSI on one hand and to Kirkland Investors, L.P.  on
the  other  hand,  such warrants which were  distributed  or  are
provided  to  be distributed to Kirkland Investors, L.P.  are  no
longer deemed owned by Mr. Kirschbaum, KIC or  KFW. A certain portion of the 
employee stock options referred to below have been approved by the Board of
Directors and are to be granted under a new option plan that will be submitted
to stockholders at the next regularly scheduled Annual Meeting.

(2)  Includes  2,000,000 shares at $2.50  per  share  subject  to
warrants issued to Mr. Wilms. Mr. Wilms' mailing address is  6601
S. Bermuda Rd, Las Vegas, Nevada 89119.

(3)    FMR  Corp.  filed  on September 11, 1996  a  Schedule  13G
indicating ownership as of June 18, 1996 of 3,271,086 shares.

(4)   The  Mutuelles  AXA as a group,  AXA  and  The  Equitable
Companies  Incorporated  ("AXA") filed on February 14,  1995,  as
amended from time to time and most recently on October 9, 1996, a
Schedule 13G indicating ownership as of September 30, 1996 of (i)
385,020  shares  held  by  AXA  managed  mutual  funds  and  (ii)
1,967,636 shares held for investment purposes (of which 2,000 are
held with shared investment power and   500,000 of  which may be
acquired  upon exercise of certain warrants at $8.25  per  share)
by  Donaldson,  Lufkin  &  Jenrette  Securities  Corporation,   a
subsidiary   of    The  Equitable  Companies,   Incorporated,   a
subsidiary of AXA).

(5) Includes 466,800 shares owned, and 550,000 shares subject  to
options that are currently exercisable or will become exercisable
within  60 days or upon shareholder approval.  Also,  based  upon
information contained in a Schedule 13D filed on June  23,  1994,
as amended  from time to time and most recently on October 31,
1996,  and  provided to Alliance by such persons  which indicated
that  each  of  them held sole voting and disposition  over  such
shares.  Of  such shares, certain amounts  have been or  will  be
sold  or  distributed to a financial advisor, Mr.  DiCesare  and,
possibly, certain other persons, as set forth in the Schedule 13D
provided to Alliance by Mr. Kirschbaum, KIC,  KFW and GSA.


(6)  Includes 315,500 shares owned. Also includes 250,000  shares
subject to options that are currently exercisable or will  become
exercisable  within 60 days and excludes warrants exercisable  at
$1.50  per  share  for 250,000 shares portions  of  which  become
exercisable  in equal amounts only when the stock  price  reaches
$11, $13 and $15.

(7)  Represents   shares subject to options  that  are  currently
exercisable  or will become exercisable within 60 days.  Excludes
warrants exercisable for 250,000 shares portions of which  become
exercisable  in equal amounts only when the stock  price  reaches
$11, $13 and $15.

(8)  Includes 16,300 shares owned, and 375,000 shares subject  to
options that are currently exercisable or will become exercisable
within 60 days or upon shareholder approval.  Excludes  certain
additional  shares to which Mr. DiCesare is entitled based upon information  
contained  in  the Schedule  13D referred to in Note (5) above. Mr. DiCesare 
has certain  rights to receive a portion of the securities  that  KIC
is entitled to receive upon dissolution of KFW and that GSI
would be entitled to receive upon dissolution of GSA.

(9)  Includes  8,400 shares owned.  Also includes 20,000  options
granted to Mr. Robbins by  KFW based on information contained  in
the Schedule 13D referred to in Note (5) above.

(10)   Represents  shares subject to options that  are  currently
exercisable or will become exercisable within 60 days.

(11)    Reprsents shares subject to options that are currently exercisable or
will become exercisable within 60 days.

(12)  Represents  shares subject to options that are  currently
exercisable or will become exercisable within 60 days.

(13)   Represents  shares subject to options that  are  currently
exercisable or will become exercisable within 60 days.

(14)   Represents  shares subject to options that  are  currently
exercisable or will become exercisable within 60 days.

(15)   Includes 816,736 shares owned and 5,918 shares subject  to
options that are currently exercisable or will become exercisable
within  60 days. In addition Mr. Kloss owns  3,690 shares of  the
Company's  Series B Special Stock  that are currently exercisable
or will become exercisable within 60 days (representing less than
1% of this class of stock).

(16)  Includes  96,797  shares owned and 35,000 shares subject to
options that are currently exercisable or will become exercisable
within  60  days. In addition, Mr. Conover owns  1,377 shares  of
the  Company's Series B Special Stock and has options to  acquire
an  additional 2,337 shares of Series B Special Stock   that  are
currently exercisable or will become exercisable within  60  days
(representing less than 1% of this class of stock).

(17)   Represents  shares subject to options that  are  currently
exercisable or will become exercisable within 60 days.

(18)   Includes 1,000 shares owned.  Also includes 24,000  shares
subject to options that are currently exercisable or will  become
exercisable within 60 days.

(19)   Represents  shares subject to options that  are  currently
exercisable or will become exercisable within 60 days.

(20)   Includes 4,139,752  shares subject to options and warrants
that  are currently exercisable or will become exercisable within
60  days or upon shareholder approval.


ITEM 13 .     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


      Pursuant  to a letter agreement dated June 25,  1993  among
GSA, Alliance and Mr. Wilms, Alliance engaged GSA to assist it in
among  other  things,  identifying  opportunities  for  strategic
transactions   and   in   structuring   and   negotiating    such
transactions.  In  connection  with the  sale  of  $85  million  of
convertible debentures in September 1993, Alliance issued to  GSA
warrants  to  purchase 1,250,000 shares of Common Stock  with  an
exercise  price  of  $1.50 per share exercisable  only  when  the
common  stock  price reaches $11, $13, and $15  which  expire  on
September  21, 1999. Upon consummation of the Merger, GSA  became
entitled   under  the  letter  agreement  to  receive  additional
warrants to purchase 2,500,000 shares of Common Stock on the same
terms  except  that the expiration date is June  18,  2002.  Joel
Kirschbaum,  a  director of and consultant to  Alliance, sole stockholder, 
dierctor and officer of GSI,  the  sole general  partner of GSA. Mr. DiCesare, 
a director  and  Executive Vice President-Development, has the right to receive 
a certain percentage of the  issued  warrants (which percentage may increase
in  certain circumstances) to be distributed to GSI by GSA.

      The  Stockholders  Agreement contains certain  registration
rights  running  in favor of Kirkland, KIC, GSA,  Mr.  Wilms  and
their   respective  transferees,  including  up  to  four  demand
registration  rights each (and additional demand rights  for  Mr.
Wilms  under  certain  circumstances),  at  the  expense  of  the
Company,   and  provisions  granting  Mr.  Wilms  the  right   to
participate in certain offerings of securities by the Company and
by KIC and its transferees.

      Jacques  Andre, a director of Alliance, is a  partner  with
Paul  Ray  Berndtson. The Company has hired this firm to  perform
certain personnel searches.  The  Company had agreed to pay  $200,000 at June
30, 1996  as a retainer  for the  searches currently being conducted by this 
firm. The  actual fee  for the searches will be based on a percentage of the 
first year  compensation paid to the certain personnel if and when hired. 

      Donaldson,  Lufkin  & Jenrette Securities  Corporation  has
provided  certain  financial advisory services  to  the  Company.
Amounts  paid to this firm totaled $2,214,000 during  the  fiscal
year ended June 30, 1996.

See also "Compensation Committee Interlocks and Insider Participation".






                                SIGNATURE
                                    
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment No. 1 to Form
10-K to be signed on its behalf by the undersigned, thereunto
duly authorized.


                              ALLIANCE GAMING CORPORATION





Date: November 12, 1996       By       /s/ Scott W. Schweinfurth
                              Name:    Scott W.Schweinfurth
                              Title:   Senior Vice President, Treasurer
                                       Treasurer and Chief Financial Officer
                                       (Principal Financial and 
                                       Accounting Officer)