Exibit 4.3
                         FIRST AMENDMENT AND CONSENT


                  FIRST  AMENDMENT AND CONSENT (this  "Amendment"),  dated as of
August 31, 1998, 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 Lenders 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 (the "Credit
Agreement");

                  WHEREAS,  Bally Gaming,  Inc., a Wholly-Owned  Subsidiary of 
the U.S. Borrower,  has formed a new Wholly-Owned Subsidiary, Bally Gaming 
Africa Pty, Ltd. ("Bally Gaming Africa");

                  WHEREAS,  Bally Gaming Africa has purchased assets  consisting
of  cash,  equipment,  inventories  and  trade  receivables  from  Bally  Gaming
International  GmbH ("Bally Gaming Intl."),  a Wholly-Owned  Subsidiary of Bally
Wulff  Vertriebs,  in exchange  for an  intercompany  payable  from Bally Gaming
Africa in favor of Bally Gaming Intl.; and

                  WHEREAS,  (i) the Borrowers  have  requested  that the Lenders
grant and the Lenders hereby agree to grant (subject to the terms and conditions
hereof) the consent  provided  herein and (ii) the parties  hereto wish to amend
the Credit Agreement as herein provided;

                  NOW, THEREFORE, it is agreed:


1.   Notwithstanding  the  provisions  of  Sections  9.02 and 9.05 of the Credit
     Agreement,  the Lenders hereby consent to Bally Gaming Africa's purchase of
     the assets  described  above from Bally  Gaming  Intl.  in exchange  for an
     intercompany obligation as described above.

2.   Section 9.03 of the Credit  Agreement is hereby amended by (x) deleting the
     text "and" appearing at the end of the clause (vii) thereof and inserting a
     semicolon in lieu thereof,  (y) deleting the period appearing at the end of
     clause (viii)  thereof and inserting the text "and" in lieu thereof and (z)
     inserting  the  following new clause (ix)  immediately  following  existing
     clause (viii) thereof:


                  "(ix)  so  long  as no  Default  or  Event  of  Default  is in
         existence  (or  will  exist  after  giving  effect  to  the  respective
         Restricted Payment),  the U.S. Borrower may make Restricted Payments to
         (x) repurchase  certain warrants issued by the U.S. Borrower  currently
         held by Fred Willms and (y) repurchase outstanding shares of its common
         stock,  provided that the aggregate amount of Restricted  Payments made
         pursuant to this clause (ix) shall not exceed $7,000,000."

3.   This  Amendment  shall become  effective on the date (the "First  Amendment
     Effective  Date") when each Borrower 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.

4.   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 First  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
     First Amendment Effective Date, after giving effect to this Amendment.

5.   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.

6.   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.

7.   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.
                  
8.   From and after the First  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.

                                                       * * *



<PAGE>


                                                       
                  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, as an Assignor



By_______________________________
Name:
Title:


BALLY WULFF VERTRIEBS GMBH



By_______________________________
Name:
Title:

 
BALLY WULFF AUTOMATEN GMBH



By_______________________________
Name:
Title:




<PAGE>




CREDIT SUISSE FIRST BOSTON, as Collateral 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:

<PAGE>


SOUTHERN PACIFIC BANK



By_______________________________
Name:
Title:



CRESCENT/MACH I PARTNERS

By: TCW Asset Management Company, Its Investment
Advisor



By_______________________________
Name:
Title:



MERRILL LYNCH SENOIR FLOATING RATE FUND, INC.



By_______________________________
Name:
Title:



TCW LEVERAGED INCOME TRUST, L.P.



By_______________________________
Name:
Title:



VAN KAMPEN AMERICAN CAPITAL PRIME RATE INCOME TRUST



By_______________________________
Name:
Title:

<PAGE>


VAN KAMPEN CLO1, LIMITED

By: Van Kampen American Capital Management,
Inc., as Collateral Manager



By_______________________________
Name:
Title:



INDOSUEZ CAPITAL FUNDING III, LIMITED



By_______________________________
Name:
Title:



DEEPROCK & COMPANY

By: Eaton Vance Management As Investment Advisor

<PAGE>


By_______________________________
Name:
Title:



PILGRIM AMERICA PRIME RATE TRUST



By_______________________________
Name:
Title:



DEAN WITTER INTERCAPITAL



By_______________________________
Name:
Title:



ROYALTON COMPANY

By: Pacific Investment Management Company as its
Investment Advisor


By_______________________________
Name:
Title:



SENIOR DEBT PORTFOLIO

By: Boston Management and Research as Investment
Advisor



By_______________________________
Name:
Title:



KZH-CRESCENT CORP.



By_______________________________
Name:
Title:

<PAGE>


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:

<PAGE>


GENERAL ELECTRIC CAPITAL CORPORATION



By_______________________________
Name:
Title: