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

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

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                     For the Fiscal Year Ended June 30, 1999

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) 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

           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


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 $58,389,000 as of October 1, 1999.

The number of shares of Common Stock, $0.10 par value, outstanding as of October
1, 1999  according to the records of  registrant's  registrar and transfer agent
was 10,252,380.

                  Documents incorporated by reference - None





<PAGE>






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,
1999 by deleting its  responses to Items 10 through 13 contained in its original
filing and replacing them with the following:


<PAGE>


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  name,  age and  position  with the  Company  of each of the  directors  and
executive  officers of Alliance  as of October 25, 1999 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
         Morris Goldstein     54   Director, President and Chief Executive
                                   Officer
         David Johnson        48   Senior  Vice  President,   General  Counsel
                                   and Secretary
         Scott Schweinfurth   45   Senior Vice President,  Chief Financial
                                   Officer and Treasurer
         Robert Miodunski     48   Senior Vice President- Route Group (Nevada)
         Robert Saxton        46   Senior Vice President- Casino Group
         Jacques Andre        62   Director
         Anthony DiCesare     37   Director
         Michael Hirschfeld   49   Director
         Joel Kirschbaum      48   Director
         David Robbins        40   Director, Chairman of the Board of Directors


The Company's  By-laws  provide that the Board of Directors  shall consist of no
fewer than three nor more than nine directors, with the exact number to be fixed
by the Board of  Directors.  The  Company's  By-laws  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.  The size of the Board has been  fixed at seven  members of
which six positions  are filled and one position is open.  The open position was
created when Mr. Morton  Topfer,  Vice-Chairman  of Dell  Computer  Corporation,
resigned  from the Board of  Directors  effective  May 26, 1999 due to increased
international responsibilities and travel. The position will remain vacant until
the next annual shareholder's meeting or until the Board of Directors appoints a
successor or the Board  reduces the size to six. The  Directors are elected by a
plurality of the votes cast by the holders of shares  entitled to vote  thereon.
The  officers  of the  Company  each  serve  at the  pleasure  of the  Board  of
Directors.

The  following  table  sets  forth  committee  assignments  and the terms of the
directors:

                             Director    Term
                              Since    Expires
Morris Goldstein (2)(3)       1997       2000
Jacques Andre (1)(2)          1996       2001
Anthony DiCesare (2)(3)       1994       1999
Michael Hirschfeld(1)(2)(4)   1997       2001
Joel Kirschbaum (2)(3)        1994       1999
David Robbins (1)(2)(4)       1994(a)    2000
--------------
(1) Member of the Audit Committee
(2) Member of the Executive Committee
(3) Member of the Nominating Committee
(4) Member of the Compensation Committee
(a) Member of the Board of Directors  since 1994, except for months of September
    1997 to December 1997

Morris  Goldstein  joined  the  Company  in June  1997 as  President  and  Chief
Executive  Officer and was elected to the Board of Directors  in December  1997.
Mr.  Goldstein  previously  was Chief  Executive  Officer of Thomson  Technology
Initiative,  a unit of Thomson  Corporation,  a global publisher and provider of
information  services.  For six months in early 1994,  Mr.  Goldstein  served as
President and Chief  Operating  Officer of ImagiNation  Network,  an interactive
computer  game  provider.  Prior to that, he had been  President of  Information
Access Company ("IAC"),  an electronic  information  publishing company owned by
Ziff  Communications,  since 1982. In late 1994, Mr.  Goldstein also assisted in
the sale of IAC by the Ziff family interests to the Thomson Corporation.

David Johnson  joined  Alliance as Senior Vice  President,  General  Counsel and
Secretary in April 1995. Previously,  Mr. Johnson represented a diverse group of
casino clients as a Senior Partner at Schreck Morris, a Nevada law firm where he
was employed from January 1987 to March 1995.  Prior to joining  Schreck Morris,
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.

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 from October 1988,  having
joined the audit staff of the firm in  September  1976.  Mr.  Schweinfurth  is a
Certified Public Accountant.

Robert 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 last of which was Vice  President and General  Manager of the Midwest Region
of the Sign Group.

Robert 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 Route Operations business unit and is
currently  responsible  for Casino  Operations.  He also serves as  President of
Alliance's Louisiana subsidiaries.

Jacques  Andre was  appointed a director in August  1996.  Mr.  Andre has been a
partner with Ray Berndtson,  Inc., an international  executive search firm, from
1975 to the present. He also serves on its Board of Directors.

Anthony DiCesare was employed by Kirkland Investment  Corporation ("KIC"), which
was the sole general partner of Kirkland-Ft.  Worth  Investment  Partners,  L.P.
("KFW"), an investment  partnership,  from April 1991 to July 1994. Mr. DiCesare
served as  Executive  Vice  President-Development  of the Company from July 1994
through  June 1997.  While he is  currently  a New  York-based  employee  of the
Company his principal occupation since June 1997 has been as a private investor.
He has been a director since 1994.

Michael  Hirschfeld was appointed a director in September  1997. Mr.  Hirschfeld
has been a partner in Milbank, Tweed, Hadley & McCloy, LLP, a New York law firm,
from April 1995 to the present. From December 1990 to April 1995, Mr. Hirschfeld
was a partner in Kelly Drye & Warren, a New York law firm.

Joel  Kirschbaum was appointed a director in July 1994 and served as Chairman of
the  Board of  Directors  of the  Company  from  July  1994 to March  1995.  Mr.
Kirschbaum  is the sole  stockholder,  director  and officer of KIC. He has been
engaged in operating  the  businesses of KIC and KFW since January 1991 when KIC
and KFW were  established,  and of GSA,  Inc.  ("GSI"),  the general  partner of
Gaming Systems Advisors,  L.P. ("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. While Mr. Kirschbaum is currently a New York-based
employee of the Company his principal occupation is as President of KIC.

David  Robbins  served as a  director  from July 1994 to  September  1997 and as
Chairman  of the  Board  of  Directors  of the  Company  from  February  1997 to
September  1997. In December 1997 he was again elected to the Board of Directors
and since that time has served as Chairman of the Board.  Mr. Robbins has been a
practicing attorney since 1984; he was formerly an attorney with Kramer,  Levin,
Naftalis,  Kamin & Frankel from May 1993 to  September  1995,  with  O'Sullivan,
Graev & Karabell,  LLP from  September 1995 to February 1997, and since February
1997 he has been a member of Brock Silverstein & McAuliffe,  LLC. Mr. Robbins is
also a private investor and managing member of a private investment fund.


Section 16(a) Beneficial  Ownership  Reporting  Compliance

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
directors and executive officers,  and persons who own more than 10 percent of a
registered class of Alliance's equity securities ("Insiders"),  to file with the
Securities and Exchange  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,  1999,  all  Section  16(a)  filing  requirements  applicable  to
Insiders were complied  with,  except that Mr. Alfred Wilms filed a Form 4 which
did not meet the filing deadline.




<PAGE>


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 (the "Named
Executive  Officers")  for services  rendered in all  capacities  to the Company
during the fiscal year ended June 30, 1999:

Summary Compensation Table *
<TABLE>
<CAPTION>

                                  Fiscal              Annual Compensation              Long-Term
                                   Year       ----------------------------------      Compensation
        Name and                  Ended                             Other Annual         Awards          All Other
    Principal Position           June 30,     Salary     Bonus     Compensation(2)     Options(3)     Compensation(4)
<S>                               <C>        <C>        <C>           <C>               <C>               <C>
Morris Goldstein (1)              1999       $460,600   $162,800         $ -                  -           $3,000
 President and                    1998        450,000          -           -                  -           90,000(5)
 Chief Executive Officer          1997         17,300          -           -            142,828                -

David Johnson                     1999       $255,300    $64,400         $ -              2,857           $2,300
  Senior Vice President,          1998        250,000          -           -              7,972            2,000
  General Counsel                 1997        250,000    185,000           -             57,143            5,400
  and Secretary

Scott Schweinfurth                1999       $255,300    $70,000         $ -              2,857           $1,800
  Senior Vice President,          1998        250,000          -      53,200             29,143            1,700
  Treasurer and                   1997        235,000    400,000           -             34,286            4,300
  Chief Financial Officer

Robert Saxton                     1999       $240,300   $118,600         $ -              2,857           $3,000
 Senior Vice President -          1998        225,000          -           -              8,572                -
  Casino Group                    1997        211,700     86,000           -             39,429                -

Robert Miodunski                  1999       $240,300    $92,000         $ -              2,857           $3,000
  Senior Vice President -         1998        225,000     55,000           -             12,989            1,800
  Route Group (Nevada)            1997        212,500     96,800           -             34,572            1,700
</TABLE>

----------------
*    As used in the tables provided under the caption "Executive  Compensation,"
     the character " - " is used to represent "zero."

(1)Mr.  Goldstein  joined  the  Company  in June 1997 as  President  and  Chief
   Executive Officer.
(2)Excludes  personal  benefits in amounts less than the lesser of $50,000 or 10
   percent of the total annual salary and bonus reported for the Named Executive
   Officer.
(3)Share  amounts  for the  prior  years  have  been  restated  to  reflect  the
   one-for-three-and-one-half reverse stock split effective February 1, 1999.
(4)"All Other  Compensation" for fiscal year 1999 represents  contributions made
   by the Company to the Company's Profit Sharing 401(k) Plan.
(5)Represents payments made for relocation costs.



<PAGE>


Option/SAR Grants in Last Fiscal Year

The following table reflects options granted to Named Executive  Officers during
the fiscal year ended June 30, 1999:
<TABLE>
<CAPTION>

                                                                            Potential Realizable
                                                                                  Value at
                                      Individual Grants                     Assumed Annual Rates
                       ------------------------------------------------           of Stock
                                    % of Total                             Price Appreciation for
                                     Granted to                                 Option Term
                        Options     Employees in   Exercise  Expiration     --------------------
      Name             Granted(a)    Fiscal Year    Price       Date           5%          10%
<S>                    <C>              <C>        <C>         <C>          <C>          <C>
David Johnson          10,829(b)        4.73%      $9.4063     9/14/03      $28,000      $62,000
Scott Schweinfurth     14,550(c)        6.36%       9.4063     9/14/03       38,000       84,000
Robert Saxton          14,550(d)        6.36%       9.4063     9/14/03       38,000       84,000
Robert Miodunski        8,703(e)        3.80%       9.4063     9/14/03       23,000       50,000
</TABLE>

------------
(a)Includes  7,972  options,  11,693  options,  11,693 options and 5,846 options
   granted to Messrs. Johnson, Schweinfurth, Saxton and Miodunski, respectively,
   in September 1998 in lieu of cash bonuses for fiscal year 1998.
(b)Options vest: 5,379 on grant date; 2,723 on first  anniversary  thereof and;
   2,727 on second anniversary thereof.
(c)Options vest: 5,996 on grant date; 4,270 on first  anniversary  thereof and;
   4,284 on second anniversary thereof.
(d)Options vest: 5,803 on grant date; 4,850 on first  anniversary  thereof and;
   3,897 on second anniversary thereof.
(e)Options vest: 2,956 on grant date; 2,871 on first  anniversary  thereof and;
   2,876 on second anniversary thereof.


Aggregate Fiscal Year-End Option/SAR Values

The  following  table  reflects  outstanding  options  held by  Named  Executive
Officers at June 30, 1999:

                         Number of Unexercised          Value of Unexercised
                               Options at              In-the-Money Options at
                             June 30, 1999                  June 30, 1999 (a)
                       --------------------------     --------------------------
      Name             Exercisable  Unexercisable     Exercisable  Unexercisable

Morris Goldstein          53,571       89,287              $ 0           $ 0
David Johnson             62,522        5,449                0             0
Scott Schweinfurth        37,833       28,453                0             0
Robert Saxton             41,990       15,417                0             0
Robert Miodunski          40,387       11,459                0             0

---------

 (a) Represents the amount by which the market value of the underlying  stock at
   June 30, 1999 ($3.75 per share) exceeds the aggregate  exercise prices of the
   options.

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 as follows: (i) Mr. Andre and Mr. Hirschfeld,  $30,000 each per year
for all  services as a director  and member of various  committees  and (ii) Mr.
Robbins,  $135,000  for all  services  as  Chairman  of the Board and  member of
various committees. Mr. Topfer received $27,500 prior to his resignation for all
services  as a director  and member of various  committees.  Directors  are also
reimbursed  for their  reasonable  out-of-pocket  expenses  incurred  on Company
business.

During  fiscal  year  1999,  the  following  stock  option  grants  were made to
directors:  (i) Mr. Andre received 4,286 stock options with an exercise price of
$10.50;  (ii) Mr. Hirschfeld received 4,286 stock options with an exercise price
of $9.4063;  (iii) Mr.  Robbins  received  4,286 stock  options with an exercise
price of $3.9375  and (iv) Mr.  Topfer  received  4,286  stock  options  with an
exercise  price of $7.1092  which were  cancelled  along with the balance of his
stock options as a result of his resignation from the Board of Directors.  Under
current  policy,  non-employee  directors  receive  grants of 8,572  shares upon
appointment to the Board of Directors and 4,286 shares on each  anniversary date
of their original  appointment  to the Board of Directors.  All of these options
are granted at fair  market  value on grant date,  vest  immediately  and have a
five-year term.

Effective  July 1, 1997, the Company  entered into  employment  agreements  (the
"Agreements")  with Mr.  DiCesare and Mr.  Kirschbaum  (each an  "Employee"  and
collectively  the  "Employees")  pursuant to which each  Employee  will be a New
York-based employee and will work on major strategic  transactions involving the
Company or its affiliates, including mergers, acquisitions,  divestitures, joint
ventures, the negotiation of strategic alliances or relationships and financings
and  refinancings.  The  Employees  are  not  expected  to be  involved  in  the
day-to-day  operations of the Company,  are not expected to devote  full-time to
the business of the Company and may engage in outside activities,  although they
may not directly compete with the Company. The Agreements, which have an initial
term  extending  through  July  1,  2002  (the  "Term")  and  may be  terminated
thereafter  by either  party on notice,  provide for each  Employee to receive a
base  salary of  $150,000  (with  inflation  increases  each  year)  and  annual
performance  bonuses  (each a  "Bonus")  based  upon  annual  performance  goals
determined  by the  Board  of  Directors  and the  Employee  (which  goals  will
generally relate without  limitation to transactions of the type mentioned above
involving the Company (and/or one or more of its affiliates)) and a target Bonus
amount (and/or an appropriate  minimum amount).  More than one Bonus may be paid
with respect to each employment year. If the Board of Directors and the Employee
cannot agree upon reasonable annual  performance goals and minimum and/or target
Bonuses with respect to such goals for any year, the performance goals and Bonus
amounts set forth in clauses  (ii) and (iii) of the next  paragraph  will be the
goals and Bonus for such year.  If a goal is only  partially  achieved  within a
year, the Board of Directors will determine what amount, if any, will be paid to
the Employee with respect to such goal. If a goal is achieved,  the Bonuses will
be  payable  regardless  of the  level  of  the  Employee's  involvement  in the
transaction.  Upon  termination  of any  Employee's  Agreement  for  any  reason
(including for "cause" (as such term is defined in the Agreements)), the Company
may be required to pay Bonuses to such Employee  following such termination upon
achievement of performance goals within specified periods ending up to 21 months
after the Term.  In  addition,  if the Company  terminates  an Employee  without
"cause",  or an Employee leaves the Company's employ for "good reason" (as these
terms are defined in the  Agreements),  the Employee will be entitled to receive
for each  remaining  year of the Term an amount  equal to the highest  aggregate
Bonuses  paid  in any  previous  year  as  well as the  base  salary  and  other
compensation provided for by the Agreements.

For the year  beginning July 1, 1997,  the  performance  goals for each Employee
were: (i) the completion by the Company  (and/or one or more of its  affiliates)
of a refinancing  transaction or  substantially  similar  transaction,  (ii) the
closing of a "significant merger" with a value of at least $60 million and (iii)
the closing of a "significant  financing"  with a value of at least $50 million.
Upon the  achievement  of the  performance  goal set forth in clause (ii),  each
Employee was to receive a minimum Bonus of $200,000. Upon the achievement of the
performance  goal set forth in clause  (iii),  each  Employee  was to  receive a
minimum  Bonus of at least  $125,000.  No  bonuses  were paid in  respect to any
clause  for the  fiscal  year 1999.  The Board has  carried  over the goals from
fiscal 1997 to fiscal 1999. In addition to the Bonuses,  the Agreements  provide
that  the  Board  of  Directors,  in its  sole  discretion,  may  grant  further
discretionary  bonuses to the Employees.  No  discretionary  bonuses were earned
during fiscal 1999.

Pursuant  to  the  Agreements,  each  Employee  may  elect  to  restructure  his
relationship with the Company into that of a financial consultant or independent
advisor,   with  compensation   arrangements   reflecting  the  nature  of  such
relationship  and the services to be provided in amounts  reasonably  consistent
with the  compensation  and Bonuses  payable  over the term of the  Agreement as
contemplated therein, as determined reasonably and in good faith by the Board of
Directors,  but  calculated  and  payable in a manner  customary  for  financial
consultant  or  independent  advisor  arrangements.  If the Employee  makes such
election, the Company and the Employee will negotiate in good faith to establish
a restructured agreement with respect to the services to be provided hereunder.

In addition, the Company has agreed to pay KIC during the term of the Agreements
a current amount of $982,000  (subject to annual inflation  increases)  annually
plus  the  cost  of  reasonable  employee  benefits  to its  support  staff  and
reasonable out-of-pocket expenses incurred by KIC and its officers and employees
to the extent related directly to the Company's  business or potential  business
(the "KIC  Agreement").  The Company  will have the right to  terminate  the KIC
Agreement  upon 12  months'  notice  if Mr.  Kirschbaum's  employment  under his
Agreement is terminated for any reason other than by the Company without "cause"
or by the  Employee  "for  good  reason"  (as  such  terms  are  defined  in the
Agreements).

Employment and Severance Arrangements

The  Company  is party to an  employment  agreement  with  Mr.  Goldstein  which
generally  provides  for a current  base salary of $465,000 per year through and
including June 2000,  participation in the Company's  compensation  programs for
corporate officers, participation in the Company's cash bonus program at amounts
determined  by the Board of  Directors,  receipt of 71,429 stock options to vest
25% on date of grant with the balance over a three-year  period and 71,429 stock
options to vest 25% on date of grant with the  balance  over a three year period
but which  become  exercisable  in equal  portions  only when the  common  stock
reaches  prices of $38.50,  $45.50,  and $52.50,  and severance  benefits of one
year's base salary if  Mr.Goldstein  is  terminated  prior to June 2000  without
cause.

The  Company  is party to an  employment  agreement  with  Mr.  Miodunski  which
generally  provides  for a current  base salary of $242,000 per year through and
including December 2000,  participation in the Company's  compensation  programs
for corporate  officers,  participation  in the Company's  cash bonus program at
amounts  determined  by the Board of Directors,  and  severance  benefits of one
year's base salary if Mr. Miodunski is terminated prior to December 2000 without
cause.

The Company was party to an employment agreement with Mr. Schweinfurth which has
since  expired and  generally  provided  for a base salary of $250,000  per year
through and including  June 1999,  participation  in the Company's  compensation
programs for  corporate  officers,  participation  in the  Company's  cash bonus
program at amounts determined by the Board of Directors,  and severance benefits
of one year's base salary had Mr.  Schweinfurth  been  terminated  prior to June
1999 without cause.

Compensation  Committee  Interlocks and Insider  Participation  in  Compensation
Decisions

During the fiscal year ended June 30, 1999,  the  Compensation  Committee of the
Board of Directors of the Company met five times. The Compensation  Committee is
currently  comprised of Messrs.  Hirschfeld  and Robbins.  Mr. Topfer was also a
member of the  Compensation  Committee  until his  resignation  on May 26, 1999.
During the fiscal year, the entire Board of Directors generally  participated in
deliberations  concerning the compensation of the Company's  executive officers.
Other than current  positions  previously  described  elsewhere herein, 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,  1999 or is a
former officer of the Company or any subsidiary.

The Company has hired Ray & Berndtson,  Inc., an international  executive search
firm, of which Mr. Andre is a partner,  to perform certain  personnel  searches.
The Company  paid a total of $609,000  during  fiscal year 1999 for the searches
conducted  by this  firm.  The  final  fee for the  searches  will be based on a
percentage of the first-year  compensation paid to certain personnel if and when
hired.

The Company  paid fees to Milbank,  Tweed,  Hadley & McCloy,  LLP, a law firm in
which Mr.  Hirschfeld  is a partner,  for services  rendered  during fiscal year
1999.

The Company paid a total of $273,000 to Dell Computer Corporation,  a company of
which Mr.  Topfer is the  Vice-Chairman,  for the  lease of  computer  equipment
during fiscal year 1999.

The Company paid fees to Brock  Silverstein  McAuliffe  LLC, a law firm in which
Mr. Robbins is a member, for services during fiscal year 1999.

Since July 1, 1997 certain directors have been involved in transactions in which
Alliance  was a party and in which the amount  involved  exceeded  $60,000.  See
"Certain Relationships and Related Transactions" and "Directors' Compensation".




<PAGE>


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth certain  information  as of October 1, 1999 with
respect to the beneficial  ownership of the Common Stock,  which constitutes the
Company's only outstanding class of voting  securities,  by (i) each person who,
to the knowledge of the Company,  beneficially  owned more than 5% of the Common
Stock, (ii) each director of the Company,  (iii) the Named Executive Officers of
the Company as listed in the compensation  table and (iv) all executive officers
and directors of the Company as a group.  Except as indicated below,  beneficial
ownership  includes the sole power to vote and to dispose of the  securities  in
question.  Except as indicated  below,  no director or executive  officer of the
Company beneficially owned any other equity securities of the Company.

                                                        Amount of  Percent of
      Name                                             Shares (1)   Class (1)

    Alfred H. Wilms                                   2,009,737 (2)   19.6%
    FMR Corp.                                           906,398 (3)    8.8%
      82 Devonshire Street
      Boston, MA 02109
    Jacques Andre                                        26,309 (4)       *
    Anthony DiCesare                                    151,674 (5)    1.5%
    Michael Hirschfeld                                   17,143 (6)       *
    Joel Kirschbaum                                     409,506 (7)    3.9%
    David Robbins                                        63,500 (8)       *
    Morris Goldstein                                     82,274 (9)       *
    Robert Miodunski                                     47,257 (10)      *
    David Johnson                                        65,246 (11)      *
    Scott Schweinfurth                                   60,885 (12)      *
    Robert Saxton                                        50,652 (13)      *
    All executive officers and directors as a group   1,001,897 (14)   9.2%
     ----------
      *     Less than 1%.

(1)Excludes  the  effect of the  issuance  of up to  714,286  shares  subject to
   warrants  originally  issued to GSA upon consummation of the BGII acquisition
   pursuant to an  agreement  between  the  Company  and GSA ("the GSA  Advisory
   Agreement").  Such  warrants  have an  exercise  price of $5.25 per share and
   become  exercisable  in equal  one-third  tranches only when the Common Stock
   price reaches $38.50, $45.50 and $52.50, respectively for a designated period
   of time.  Pursuant to information  provided by Mr.  Kirschbaum,  as part of a
   distribution of assets from KFW and GSA to KIC and GSI on the one hand and to
   Kirkland Investors,  L.P. on the other hand, approximately 81,429 and 190,000
   of such  warrants  were  distributed  to Mr.  DiCesare  and  Mr.  Kirschbaum,
   respectively.   As  a  result,  Mr.  DiCesare  and  Mr.  Kirschbaum  disclaim
   beneficial ownership of any other of these warrants.
(2)Mr. Wilms' mailing address is 2, St. Jansvliet, bus 6-2000 Antwerp, Belgium.
(3)Information  provided by a  representative  of FMR Corp.  (4) Includes  4,285
   shares  owned and  22,024  shares  subject to  options  that are  currently
   exercisable or will become exercisable within 60 days.
(5)Includes  63,367 shares owned and 107,142  shares subject to options that are
   currently exercisable or will become exercisable within 60 days, but excludes
   certain  additional  shares  underlying the warrants  referred to in Note (1)
   above.  Also excludes  18,835 shares placed in a trust, a trustee of which is
   Mr. DiCesare's wife. Mr. DiCesare disclaims any beneficial ownership of these
   shares.
(6)Represents  shares subject to options that are currently  exercisable or will
   become exercisable within 60 days.
(7)Includes  252,364 shares owned and 157,142 shares subject to options that are
   currently exercisable or will become exercisable within 60 days, but excludes
   certain  additional  shares  underlying the warrants  referred to in Note (1)
   above. This disclosure is based upon information  provided by Mr. Kirschbaum.
   Mr.  Kirschbaum has advised that of such shares,  certain amounts may be sold
   or distributed to other persons.
(8)Includes  18,285 shares owned and 40,787  shares  subject to options that are
   currently  exercisable  or will  become  exercisable  within  60  days;  also
   includes  4,428 shares  subject to options  granted to Mr.  Robbins by KFW or
   KIC, based upon information provided by Mr. Kirschbaum.
(9)Includes  28,702 shares owned and 53,572  shares  subject to options that are
   currently exercisable or will become exercisable within 60 days, but excludes
   options  exercisable  at $13.56  per share for  71,429  shares  which  become
   exercisable  in equal  one-third  tranches  only when the Common  Stock price
   reaches $38.50, $45.50 and $52.50, respectively.
(10)Includes  1,142 shares owned and 46,115 shares  subject to options that are
    currently exercisable or will become exercisable within 60 days.
(11)Represents shares subject to options that are currently exercisable or will
    become exercisable within 60 days.
(12)Includes  5,143 shares owned and 55,742 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)Includes  642,731 shares subject to options that are currently  exercisable
    or will become exercisable within 60 days.



<PAGE>


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Pursuant to a stockholders  agreement dated as of September 21, 1993, as amended
on October 20, 1994,  by and among the Company,  KIC, GSA, KFW and the Company's
largest   shareholder,   Mr.  Alfred  Wilms  (as  amended,   the   "Stockholders
Agreement"),  KIC is required to vote all of its shares of Common Stock to cause
Mr. Wilms to be elected a director of the Company if so nominated for so long as
Mr. Wilms owns shares of Common Stock of the Company. The Stockholders Agreement
contains  certain  registration  rights  running in favor of KFW,  KIC,  GSA and
certain of their respective affiliates and transferees and Mr. Wilms,  including
up to four demand registration rights each (and additional demand rights for Mr.
Wilms under certain  circumstances),  at the Company's  expense,  and provisions
granting Mr. Wilms the right to participate  in certain  offerings of securities
by the Company and by KIC and its transferees.

Mr. Alfred Wilms served as a consultant  to the Company and received  consulting
fees and expense  reimbursements  that totaled  $208,000  during the fiscal year
ended June 30, 1999.

See also "Directors'  Compensation" and "Compensation  Committee  Interlocks and
Insider Participation in Compensation Decisions".


<PAGE>




                                     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: October 28, 1999              By    /s/ Scott D. Schweinfurth
                                          ------------------------------
                                    Name: Scott D. Schweinfurth
                                    Title:Senior Vice President,Treasurer and
                                          Chief Financial Officer
                                          (Principal Financial and Accounting
                                           Officer)