**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

 

| **FORM 10-K/A-1** |
|-------------------|

**Amendment No. 1 to Form 10-K**

 
|       |   | **ý****ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934**                                                                                      |
|------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   | **For the fiscal year ended June 30, 2004**                                                                                                                                            |
|       |   |                                                                                                                                                                                   |
|       |   | **o****  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**

**ALLIANCEGAMING CORPORATION**

(Exact name of registrant as specified in itscharter)

 
| **NEVADA**                                                      | ** ** | **88-0104066**                        |
|-----------------------------------------------------------------|------------|---------------------------------------|
| (State or other jurisdiction of  incorporation or organization) |       | (I.R.S. Employer  Identification No.) |

 

**6601 S. Bermuda Rd. Las Vegas, Nevada 89119**

(Address of principal executive offices)

 

**Registrant’s telephone number: (702) 270-7600**

**Registrant’s website: www.alliancegaming.com**

 

**Securities registered pursuant to Section12(b) of the Act:**

**None**

 

**Securities registered pursuantto Section 12(g) of the Act:**

**Common Stock, $0.10 par value**

 

**(Title of Class)**

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.

ý Yes   o  No

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 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 informationstatements incorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K.  o

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in the Exchange Act Rule 12b-2).

ý  Yes    o  No

 

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The aggregate market value of the commonequity held by non-affiliates of the registrant was approximately $457,627,900as of October 27, 2004.

 

The number of shares of Common Stock,$0.10 par value, outstanding as of October 27, 2004, according to therecords of registrant’s registrar and transfer agent, was 51,043,670.

 

**DOCUMENTS INCORPORATED BYREFERENCE**

 

None.

 

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**General**

 

Alliance Gaming Corporation (“Alliance”,the “Company” or the “Registrant”) hereby amends its Annual Report on Form 10-Kfor the fiscal year ended June 30, 2004 by (i) deleting its responses to Items10-13 contained in its original filing and replacing them with the followingItems 10-13 and (ii) adding certain exhibits to be filed in accordance withItem 15.

 

**PART III**

 

#### **ITEM 10.**                                              DIRECTORSAND EXECUTIVE OFFICERS OF THE REGISTRANT

 

The following tables andaccompanying information sets forth the names of, and certain information with respectto, each of the directors, executive officers and other significant employeesof the Company.

 
| **Name**            | ** ** | **Age** | ** ** | **Position with the Company**                                                |
|---------------------|------------|---------|------------|------------------------------------------------------------------------------|
| Richard  Haddrill   |       | 51      |       | Director and  Chief Executive Officer(1)                                     |
| David  Robbins      |       | 45      |       | Director,  Chairman of the Board of Directors                                |
| Jacques  André |       | 67      |       | Director                                                                     |
| Anthony  DiCesare   |       | 42      |       | Director                                                                     |
| Joel  Kirschbaum    |       | 53      |       | Director                                                                     |
| Kevin Verner        |       | 46      |       | Director                                                                     |
| Robert  Saxton      |       | 51      |       | Executive  Vice President, Treasurer and Chief Financial Officer             |
| Mark Lerner         |       | 55      |       | Senior Vice  President for Law and Government, General Counsel and Secretary |
| Steven Des  Champs  |       | 39      |       | Senior Vice  President – Finance and Chief Accounting Officer           |
| Robert  Miodunski   |       | 53      |       | Consultant (2)                                                               |

 

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(1)  Mr. Haddrill became Chief Executive Officerof the Company effective as of October 1, 2004.

 

(2)  Mr. Miodunski was previously the Company’sPresident and Chief Executive Officer and a director of the Company, butresigned effective as of September 30, 2004.  He is remaining with the Company untilDecember 31, 2004, in order to assist in the transition to Mr. Haddrill as thenew Chief Executive Officer of the Company. Commencing January 1, 2005, Mr. Miodunski will be retained by theCompany as a consultant.

 

The Company’s bylaws providethat the Board of Directors shall consist of no fewer than three nor more thannine directors, with the exact number to be fixed by the Board ofDirectors.  The Company’s bylaws providethat the Board of Directors shall be divided into three classes as nearly equalin number as possible, with each class having a term of three years.  The Board of Directors has fixed the numberof directors at seven, of which six positions are filled.  The resignation of Mr. Miodunski from theBoard of Directors effective as of September 30, 2004 has created a vacancy,and the directors are in active discussions with qualified candidates for theposition.  See “Meetings of the Board ofDirectors; Committees” for additional information.

 

The following table sets forththe term of each director and committee assigments for the fiscal year endedJune 30, 2004, and as of October 27, 2004. See “Meetings of the Board of Directors; Committees” for additionalinformation.

 
| ** **         |   | **Director** |   | **Term**    |   | **Committee  Membership** |      |
|--------------------|--------|--------------|--------|-------------|--------|---------------------------|-----------|
| **Director**       |   | **Since**    |   | **Expires** |   | **as of June 30, 2004**   |      | **as of October 27, 2004** | ** ** |
| Jacques André |   | 1996         |   | 2004        |   |                      | (1)(3)    |   |   | (1)(2)(3) |   |
| Richard Haddrill   |   | 2003         |   | 2004        |   |                      | (1)(3)    |   | None. |   |   |
| Anthony DiCesare   |   | 1994         |   | 2005        |   |                      | (2)       |   | None. |   |   |
| Joel Kirschbaum    |   | 1994         |   | 2005        |   |                      | (2)(3)    |   | None. |   |   |
| Kevin Verner       |   | 2001         |   | 2005        |   |                      | (1)(3)    |   |   | (1)(2)(3) |   |
| David Robbins      |   | 1997         |   | 2006        |   |                      | (1)(2)(3) |   |   | (1)(2)(3) |   |

 

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(1) Member of the AuditCommittee.

 

(2) Member of the Nominating andCorporate Governance Committee.

 

(3) Member of the CompensationCommittee.

* *

*Director,Executive Officer and Other Significant Employee Biographies*

 

*RichardHaddrill* was appointed a director in April 2003 andeffective October 1, 2004, was appointed Chief Executive Officer of theCompany. Prior to becoming Chief Executive Officer of the Company, Mr. Haddrillwas the President and Chief Executive Officer and board member of ManhattanAssociates, a leading supply chain software company.  Prior to joining Manhattan Associates,Haddrill was President, Chief Executive Officer and a board member ofPowerhouse Technologies. He joined Powerhouse in 1994 as Executive VicePresident and was promoted to President and CEO in 1996. From 1992 to 1994,Haddrill was based in Paris, France, as President of computer software companyKnowledgeWare’s international subsidiaries, which included responsibility for24 offices on three continents. Mr. Haddrill also held key leadership positionswith the accounting firm Ernst & Young from 1975 until 1991.  Mr. Haddrill is also the President of BallyGaming, a subsidiary of Alliance.  Healso serves as Vice-Chairman of Manhattan Associates and is on the boards ofDanka Business Products and Outlooksoft.

 

*David Robbins* served as a director from July 1994 to September1997 and as Chairman of the Board of Directors of the Company from February1997 to September 1997.  In December 1997he was again elected to the Board of Directors and since that time has servedas Chairman of the Board.  Mr. Robbins isa certified public accountant and since 1984 has been a practicing attorney,and from September 1995 to the present has been with Reitler Brown LLC, wherehe was formerly a partner and is presently of counsel.  Mr. Robbins is also a private investor andinvestment manager and has since October 2001 served on the board of directorsof Medisys plc, a U.K. public company.

 

*Jacques André* was appointed a director in August 1996.  Since October 2002, Mr. André has been a VicePresident of A.T. Kearney Executive Search. Mr. André was a partner with Ray & Berndtson, Inc., an internationalexecutive search firm, from 1975 until September 2002.

 

*AnthonyDiCesare* was appointed a director in July 1994. Mr. DiCesare wasemployed by Kirkland Investment Corporation (“KIC”), which was the sole generalpartner of Kirkland – Ft. Worth Investment Partners, L.P. (“KFW”), from April1991 to July 1994.  Mr. DiCesare servedas Executive Vice President-Development of the Company from July 1994 throughJune 1997.  Mr. DiCesare’s  principal occupation since June 1997 has beenas a private investor.

 

*Joel Kirschbaum* was appointed a director in July 1994 andserved as Chairman of the Board of Directors of the Company from July 1994 toMarch 1995. Mr. Kirschbaum is the sole stockholder, director, andofficer of KIC. He has been engaged in operating the businesses of KIC and KFWsince January 1991 when KIC and KFW were established, and of GSA, Inc.,the general partner of Gaming Systems Advisors, L.P., since June 1993.Prior to that time, he worked at Goldman, Sachs & Co. for thirteenyears, during the last six of which he was a General Partner. When heestablished KIC and KFW, Mr. Kirschbaum resigned his general partnershipinterest in Goldman, Sachs & Co. and became a limited partner.Mr. Kirschbaum resigned his limited partnership interest in Goldman, Sachs& Co. in November 1993.

 

*Kevin Verner* wasappointed as a director in April 2001. From 1997 to 2000, Mr. Verner held various positions with WMSIndustries, Inc. and WMS Gaming, the last of which was Chief Operating Officer.  Prior to his employment at WMS, Mr. Vernerwas Vice President of New Business Development at R.J. Reynolds Tobacco Co.,where he held various marketing and senior management positions for sixteenyears.  Mr. Verner is currently chiefexecutive officer of Cognitive Learning Systems, Inc. and a CEO Advisor forAlpha Capital Fund III.

 

*Robert Saxton*wasappointed Chief Financial Officer and Treasurer in March 2000 and ExecutiveVice President in December 2003. Mr. Saxton joined the Company in 1982 ascontroller. He became a Vice President of United Coin Machine Co., a subsidiaryof Alliance, in 1987 and was elected Vice President – Casino Operations forAlliance in December 1993, and Senior Vice President – Casino Group in June1996.  Mr. Saxton also serves asPresident of Rainbow , a subsidiary of Alliance. Mr. Saxton received a dualB.S. from the University of Nevada, Las Vegas, and is a certified publicaccountant in Nevada.

 

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*Mark Lerner* wasappointed Senior Vice President for Law and Government, General Counsel, andSecretary in August 2000.  Mr. Lernerjoined the Company in 1996 as assistant general counsel. Prior to hisemployment at the Company, Mr. Lerner was general counsel for Becker Gaming,Inc. from 1994 to 1996; was a partner with Jones, Jones, Close & Brown (nowJones Vargas), a Las Vegas law firm, from 1987 to 1994; and was deputy attorneygeneral for the Nevada Gaming Commission and the State Gaming Control Boardfrom 1983 to 1987.

 

*Steven Des Champs*re-joinedthe Company in February 2000 as Vice President – Finance and was promoted toSenior Vice President and Chief Accounting Officer in August 2000. Mr. DesChamps was previously employed by the Company as Director of Finance fromOctober 1995 to November 1998. From December 1998 to January 2000, Mr. DesChamps was the Chief Financial Officer for PDS Gaming, a provider of leasefinancing for the gaming industry. Prior to joining Alliance, Mr. Des Champsworked for the accounting firm of KPMG from 1988 to 1995. Mr. Des Champs is a certifiedpublic accountant in Nevada.

 

*RobertMiodunski* joined Alliance in March 1994 and held variouspositions including Chief Executive Officer from April 2001 and a member of theBoard of Directors until he resigned from both positions effective September 30,2004.  From January 1991 toMarch 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 lastof which was Vice President and General Manager of the Midwest Region of theSign Group.

 

**Meetings of the Board of Directors;Committees**

 

During the fiscal year endedJune 30, 2004, the Board of Directors held ten meetings.  Each director attended at least 75 percent ofthe aggregate of all meetings of the Board of Directors and of all committeeson which such person served during such period. In addition, the Board of Directors has affirmatively determined thatMessrs. André, Robbins and Verner are independent directors under the New YorkStock Exchange (the “NYSE”) listing standards. The Board of Directors is currently in discussions with qualifiedcandidates, who meet the NYSE listing standards for independence, to join theBoard of Directors.

 

*Audit Committee. *The Audit Committee of the Board of Directors wascomprised of Messrs. André, Haddrill, Robbins (Chairman), and Verner for thefiscal year ended June 30, 2004. Effective October 27, 2004, the Audit Committee is comprised of Messrs.André, Robbins and Verner.  The functionsof the Audit Committee include reviewing, engaging or re-engaging anindependent accounting firm to audit the Company’s financial statements for thethen-current fiscal year; reviewing and determining the policies and proceduresof the Company and management in maintaining the Company’s books and recordsand furnishing information necessary to the independent auditors; reviewing anddetermining the adequacy and implementation of the Company’s internal controls,including the internal audit function and the adequacy and competency of therelated personnel; and reviewing and determining such other matters relating tothe Company’s financial affairs and accounts as the Audit Committee may in itsdiscretion deem desirable.  The AuditCommittee met seven times during the fiscal year ended June 30, 2004.

 

The Audit Committee is governedby a charter which is attached as Exhibit 99.1 to this Annual Report.  The Board of Directors has affirmativelydetermined that Messrs. André, Robbins and Verner meet the independencestandards of Section 303.01(B)(2)(a) and (3) and 303A.02 of the NYSE listingstandards and are financially literate, as required by Section 303A.07(a) ofthe NYSE listing standards, as such qualification is interpreted by the Company’sBoard of Directors in its business judgment. In addition, the Board of Directors has determined that Mr. Robbins  is an audit committee financial expert,pursuant to Item 401(h) of Regulation S-K. The Board of Directors made this determination based on Mr. Robbins’qualifications and business experience, as briefly described above under “Directorand Executive Officer Biographies.”

 

*Nominating and CorporateGovernance Committee.* The Nominating and CorporateGovernance Committee of the Board of Directors was comprised of Messrs.DiCesare, Kirschbaum (Chairman) and Robbins for the fiscal year ended June 30,2004.  Effective October 27, 2004, theNominating and Corporate Governance Committee is comprised of Messrs. André,Robbins and Verner.  This Committeeadvises and makes recommendations to the Board of Directors on all mattersconcerning the selection of candidates as nominees for election asdirectors.  The Nominating and CorporateGovernance Committee met once during the fiscal year ended June 30, 2004;however, board of director nominations were approved by unanimous writtenconsent of the Nominating and Corporate Governance Committee

 

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and subsequently approved for submission to avote of the shareholders by unanimous vote of the full board.  The Nominating and Corporate GovernanceCommittee will in the future consider nominees recommended by stockholders.Stockholders should submit the names of proposed nominees in writing attentionof the Corporate Secretary, Alliance Gaming Corporation, 6601 South BermudaRoad, Las Vegas, Nevada 89119, along with appropriate backgroundinformation.  The Nominating andCorporate Governance Committee is governed by a charter which is attached asExhibit 99.2 to this Annual Report.

 

*Compensation Committee. *The Compensation Committee of the Board ofDirectors was comprised of Messrs. André, Haddrill, Kirschbaum, Robbins, andVerner (Chairman) for the fiscal year ended June 30, 2004.  Effective October 27, 2004, the CompensationCommittee is comprised of Messrs. André, Robbins and Verner.  This Committee makes recommendationsconcerning the compensation of the Company’s executive officers and otheremployees.  The Compensation Committeemet six times during the fiscal year ended June 30, 2004.  The Compensation Committee is governed by acharter which is attached as Exhibit 99.3 to this Annual Report.

 

*Office of the Chairman. *The Office of theChairman was formed on June 30, 2004, to oversee the transition and managementsuccession from Mr. Miodunski to Mr. Haddrill.  The Office of the Chairmanconsists of Messrs. Robbins, Kirschbaum and Haddrill.  In addition, Mr. Miodunski will meet with andadvise the Office of the Chairman on transition and management succession issues.

 

**Compliance with Section 16(a) BeneficialOwnership Reporting Compliance**

 

Section 16(a) of the ExchangeAct of 1934 (the “Exchange Act”) requires the Company’s directors and executiveofficers and persons who own more than 10 percent of a registered class of theCompany’s equity securities (“Insiders”) to file with the Securities andExchange Commission (the “SEC”) initial reports of ownership and reports ofchanges in ownership of the Company’s Common Stock.  Insiders are required by the Commission’s regulationsto furnish the Company with copies of all Section 16(a) reports filed by suchpersons. To the Company’s knowledge, based on its review of the copies of suchreports furnished to the Company during the fiscal year ended June 30, 2004,all Section 16(a) filing requirements applicable to Insiders were compliedwith.

 

**Code of Ethics**

 

The Company has adopted a code of ethics andbusiness conduct (the “Code of Ethics”) for chief executive, chief financialand principal accounting officers and for members of its Board ofDirectors.  The Code of Ethics isattached to this Annual Report as Exhibit 14. In the event the Company makesany amendment to, or grants any waiver from, a provision of the Code of Ethicsthat applies to the principal executive officer, principal financial officer orprincipal accounting officer that requires disclosure under applicable SECrules, the Company intends to disclose such amendment or waiver and the reasonstherefor on its website. The Company undertakes to provide any person withoutcharge a copy of any of the Code of Ethics upon receipt of a written request.Requests should be addressed to: AllianceGaming Corporation, 6601 South Bermuda Road, Las Vegas, Nevada 89119,Attention: Corporate Secretary.

 

#### **ITEM 11.               EXECUTIVE COMPENSATION**

 

**Executive Compensation**

 

Thefollowing table sets forth the compensation paid or to be paid by the Companyto the Company’s chief executive officer and the two other most highlycompensated executive officers receiving over $100,000 per year (the “NamedExecutive Officers”) for services rendered in all capacities to the Companyduring the fiscal year ended June 30, 2004.

 

##### **SummaryCompensation Table ***

 
| **Name and  Principal Position**     | ** ** | **Fiscal  Year  Ended  June 30, 2004** | ** ** | **Annual Compensation**            | ** ** | **Long-Term  Compensation**                  | ** ** | ** **                      | ** ** |
|--------------------------------------|------------|----------------------------------------|------------|------------------------------------|------------|----------------------------------------------|------------|---------------------------------|------------|
| **Salary**                           | ** ** | **Bonus**                              | ** ** | **Other Annual  Compensation (2)** | ** ** | **Securities Underlying Options/  SARs (3)** | ** ** | **All Other  Compensation (4)** | ** ** |
| ** **                           | ** ** | ** **                             | ** ** | ** **                         | ** ** | ** **                                   | ** ** | ** **                      | ** ** | ** ** | ** ** | ** ** | ** ** |
| Robert  Miodunski (1)                | ** ** | 2004                                   |       | $                                  | 478,846    |                                         | $          | 465,000                         |       | — |   | 100,000 |   | $ | 6,375 | ** ** |
| President and                        |       | 2003                                   |       | 450,000                            |       | 522,000                                      |       | —                          |       | 100,000 |   | 5,500 |   |
| Chief Executive Officer              |       | 2002                                   |       | 426,923                            |       | 688,000                                      |       | —                          |       | 100,000 |   | 4,759 |   |
|                                 |       |                                   |       |                               |       |                                         |       |                            |       |   |   |   |   |
| Robert  Saxton (5)                   |       | 2004                                   |       | $                                  | 357,307    |                                         | $          | 279,240                         |       | — |   | 60,000 |   | 2004 |   |
| Executive Vice President, Treasurer, |       | 2003                                   |       | 333,000                            |       | 350,000                                      |       | —                          |       | 50,000 |   | 5,700 |   |
| and Chief Financial Officer          |       | 2002                                   |       | 313,846                            |       | 469,000                                      |       | —                          |       | 110,000 |   | 5,300 |   |
|                                 |       |                                   |       |                               |       |                                         |       |                            |       |   |   |   |   |
| Mark Lerner  (6)                     |       | 2004                                   |       | $                                  | 232,308    |                                         | $          | 94,000                          |       | — |   | 25,000 |   | $ | 6,307 |   |
| General Counsel                      |       | 2003                                   |       | 223,650                            |       | 168,750                                      |       | —                          |       | 22,500 |   | 5,250 |   |
|                                 |       | 2002                                   |       | 220,000                            |       | 194,500                                      |       | —                          |       | 20,000 |   | 4,279 |   |
|                                      |            |                                        |            |                                    |            |                                              |            |                                 |            |  |  |  |  |  |  |  |  |

 

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*                               As used in the tables provided under thecaption “Executive Compensation,” the character “ - ” is used to representzero.

 

(1)                Mr. Miodunski was appointed ChiefOperating Officer of the Company in November 1999. In April 2000, Mr. Miodunskiwas appointed President, and in April 2001 was appointed Chief ExecutiveOfficer, which he held until he resigned effective September 30,2004.  In connection with his separationand consulting agreement dated as of June 30, 2004, Mr. Miodunski is alsoentitled to a $1,000,000 bonus for the successful sale of United Coin MachineCo., which is payable commencing in the fiscal year ending June 30, 2005.  See “Employment and Severance Arrangements.”

 

(2)                Excludes personal benefits in amountsless than the lesser of $50,000 or 10 percent of the total annual salary andbonus reported for the Named Executive Officer.

 

(3)                Share amounts have been adjusted toreflect the two-for-one stock splits effective August 22, 2001, and April 9,2002.

 

(4)                “All Other Compensation” representscontributions made by the Company to the Company’s Profit Sharing 401(k) Plan.

 

(5)                Mr. Saxton was appointed as ChiefFinancial Officer and Treasurer in March 2000.

 

(6)                Mr. Lerner was appointed Senior VicePresident, General Counsel, and Secretary in August 2000.

 

Inaddition to these Named Executive Officers, Mr. Haddrill was appointed ChiefExecutive Officer effective as of October 1, 2004, and as of that date earns anannual salary of $980,000 per year, payable in accordance with the Company’scustomary payroll practices, and other perquisites.  On June 30, 2004, in connection with Mr.Haddrill entering into his employment agreement with the Company, the Companygranted him 405,000 stock options, with an additional 95,000 options grantedduring fiscal year ending June 30, 2005, and 377,030 restricted stockunits.  Other than the foregoing long-termincentive awards, for fiscal years 2002, 2003 and 2004, Mr. Haddrill receivedonly compensation in consideration for his membership on the Company’s board ofdirectors and committees thereof.

 

**Option/SAR Grants in Last Fiscal Year**

 

The following table relates to options granted during the fiscal yearended June 30, 2004:

 
|               |   | **Individual  Grants** |   | **Potential  Realizable  Value at**                     |   |
|--------------------|--------|------------------------|--------|---------------------------------------------------------|--------|
|               |   | **Options**            |   | **% of  Total  Options/SARs  Granted to  Employees in** |   | **Exercise** |   | **Expiration** |   | **Assumed  Annual Rates  of Stock  Price Appreciation for  Option Term (e)** |   |
| **Name**           |   | **Granted**            |   | **Fiscal  Year**                                        |   | **Price** |   | **Date** |   | **5%** |   | **10%** |   |
|               |   |                   |   |                                                    |   |   |   |   |   |   |   |   |   |
| Robert Miodunski   |   | 100,000                | (a)    | 3.49                                                    | %      | $ | 21.53 |   | 8/11/13 |   | $ | 1,354,000 |   | $ | 3,431,000 |   |
| Robert Saxton      |   | 50,000                 | (a)    | 1.74                                                    | %      | 21.53 |   | 8/11/13 |   | 677,000 |   | 1,715,000 |   |
| Mark Lerner        |   | 25,000                 | (a)    | 0.87                                                    | %      | 21.53 |   | 8/11/13 |   | 338,000 |   | 857,000 |   |
| David Robbins      |   | 195,000                | (b)    | 6.80                                                    | %      | 24.65 |   | 4/8/11 |   | 1,957,000 |   | 4,560,000 |   |
| David Robbins      |   | 39,000                 | (a)    | 1.36                                                    | %      | 17.16 |   | 6/30/14 |   | 421,000 |   | 1,067,000 |   |
| Jacques André |   | 195,000                | (b)    | 6.80                                                    | %      | 24.65 |   | 4/8/11 |   | 1,957,000 |   | 4,560,000 |   |
| Anthony DiCesare   |   | 195,000                | (b)    | 6.80                                                    | %      | 24.65 |   | 4/8/11 |   | 1,957,000 |   | 4,560,000 |   |
| Joel Kirschbaum    |   | 195,000                | )b)    | 6.80                                                    | %      | 24.65 |   | 4/8/11 |   | 1,957,000 |   | 4,560,000 |   |
| Joel Kirschbaum    |   | 39,000                 | (a)    | 1.36                                                    | %      | 17.16 |   | 6/30/14 |   | 421,000 |   | 1,067,000 |   |
| Richard Haddrill   |   | 195,000                | (b)    | 6.80                                                    | %      | 24.65 |   | 4/8/11 |   | 1,957,000 |   | 4,560,000 |   |
| Richard Haddrill   |   | 405,000                | (c)    | 14.13                                                   | %      | 17.16 |   | 6/30/04 |   | 4,371,000 |   | 11,036,000 |   |
| Kevin Verner       |   | 195,000                | (b)    | 6.80                                                    | %      | 24.65 |   | 4/8/11 |   | 1,957,000 |   | 4,560,000 |   |
|                    |        |                        |        |                                                         |        |  |  |  |  |  |  |  |  |  |  |  |

 

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(a)          Options vest: one-third on the first anniversaryof grant date; one-third on the second anniversary thereof; and one-third onthe third anniversary thereof.

 

(b)         These options vest in four equal tranches of48,750 shares each, vesting only if on or before January 8, 2009, the averageclosing stock price for twenty consecutive trading days exceeds $35 for thefirst tranche, $40 for the second, $45 for the third, and $50 for thefourth.  Any options not vested as ofJanuary 8, 2009 will vest on January 8, 2011, and will remain exercisablethereafter only until April 8, 2011, subject to extension for the length of any“blackout” period during which directors and officers are not permitted to sellthe Company’s stock.  These options weregranted in lieu of the three grants of immediately-vesting ten-year options of30,000 shares each (for a total of 90,000 shares) that would otherwise havebeen granted on the dates of the annual shareholder meetings in 2003, 2004 and2005, and which each director has agreed to forego.

 

(c)          These options vest on October 1, 2012, providedMr. Haddrill is an employee on that date, or earlier as follows:  in twelve equal tranches, vesting on (a) thelater of (i) the first date on which the Fair Market Value (as defined in theEmployment Agreement between Mr. Haddrill and the Company dated June 30, 2004)of the stock is at least $30 per share and (ii) October 1, 2005, but only ifthe Fair Market Value is at least $30 per share on or before October 1, 2007,for the first tranche, (b) the later of (i) the first date on which the FairMarket Value of the stock is at least $35 per share and (ii) October 1, 2005,but only if the Fair Market Value is at least $35 per share on or beforeOctober 1, 2007, for the second, (c) the later of (i) the first date on whichthe Fair Market Value of the stock is at least $40 per share and (ii) October1, 2005, but only if the Fair Market Value is at least $40 per share on orbefore October 1, 2008, for the third, (d) the later of (i) the first date onwhich the Fair Market Value of the stock is at least $45 per share and (ii)October 1, 2005, but only if (x) the fair Market Value is at least $45 pershare on or before October 1, 2008 or (y) the Fair Market Value is at least $40on or before October 1, 2008 and at least $45 on or before October 1, 2009, forthe fourth, (e) the later of (i) the first date on which the Fair Market Valueof the stock is at least $30 per share and (ii) October 1, 2006, but only ifthe Fair Market Value is at least $30 per share on or before October 1, 2007,for the fifth, (f) the later of (i) the first date on which the Fair MarketValue of the stock is at least $35 per share and (ii) October 1, 2006, but onlyif the Fair Market Value is at least $35 per share on or before October 1,2007, for the sixth, (g) the later of (i) the first date on which the FairMarket Value of the stock is at least $40 per share and (ii) October 1, 2006,but only if the Fair Market Value is at least $40 per share on or beforeOctober 1, 2008, for the seventh, (h) the later of (i) the first date on whichthe Fair Market Value of the stock is at least $45 per share and (ii) October1, 2006, but only if (x) the Fair Market Value is at least $45 per share on orbefore October 1, 2008 or (y) the Fair Market Value is at least  $40 on or before October 1, 2008 and at least$45 on or before October 1, 2009, for the eighth, (i) the later of (i) thefirst date on which the Fair Market Value of the stock is at least $30 pershare and (ii) October 1, 2007, but only if the Fair Market Value is at least$30 per share on or before October 1, 2007, for the ninth, (j) the later of (i)the first date on which the Fair Market Value of the stock is at least $35 pershare and (ii) October 1, 2007, but only if the Fair Market Value is at least$35 per share on or before October 1, 2007, for the tenth, (k) the later of (i)the first date on which the Fair Market Value of the stock is at least $40 pershare and (ii) October 1, 2007, but only if the Fair Market Value is at least$40 per share on or before October 1, 2008, for the eleventh and (l) the laterof (i) the first date on which the Fair Market Value of the stock is at least$45 per share and (ii) October 1, 2007, but only if (x) the Fair Market Valueis at least $45 per share on or before October 1, 2008 or (y) the Fair MarketValue is at least $40 on or before October 1, 2008 and at least $45 on orbefore October 1, 2009, for the twelfth.

 

(d)         Amounts shown in these columns have been derivedby multiplying the exercise price by the annual appreciation rates shown(compounded for the term of the options), multiplying the result by the numberof shares covered by the options, and subtracting the aggregate exercise priceof the options.  The dollar amounts setforth under this heading are the result of calculations at the 5 percent and 10percent rates set by the Securities and Exchange Commission, and are notintended to forecast possible future appreciation, if any, of the Company’sstock price.

 

### **Aggregated OptionExercises in Last Fiscal Year and Fiscal Year-End Option Values**

 

The following table reflects the options exercised during the fiscalyear and outstanding options held by the Named Executive Officers and Mr.Haddrill at June 30, 2004:

 

8

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| **Name**          |   | **Exercise** |            | **Value****Realized** |              | **Number of Unexercised  Options at  June 30, 2004** |            | **Value of Unexercised  In-the-Money Options at  June 30, 2004 (a)** |              |
|-------------------|--------|--------------|-----------------|-----------------------|-------------------|------------------------------------------------------|-----------------|----------------------------------------------------------------------|-------------------|
|              |   |         | **Exercisable** |                  | **Unexercisable** |                                                 | **Exercisable** |                                                                 | **Unexercisable** |   |
| ** **        |   | ** **   |            | ** **            |              | ** **                                           |            | ** **                                                           |              | ** ** |   | ** ** |   |
| Robert  Miodunski |   | 133,332      |            | $                     | 1,497,510         |                                                 | —          |                                                                 | 200,008           |   | $ | — |   | $ | 114,000 |   |
| Robert Saxton     |   | 36,681       |            | 393,531               |              | 33,331                                               |            | 120,008                                                              |              | 57,000 |   | 238,000 |   |
| Mark Lerner       |   | 22,497       |            | 291,336               |              | —                                               |            | 47,503                                                               |              | — |   | 26,000 |   |
| Richard  Haddrill |   | —       |            | —                |              | 50,000                                               |            | 600,000                                                              |              | 80,500 |   | — |   |
|                   |        |              |                 |                       |                   |                                                      |                 |                                                                      |                   |  |  |  |  |  |  |  |

 

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(a)          Represents the amount by which the marketvalue of the underlying stock at June 30, 2004 ($17.16 per share) exceeds theaggregate exercise price of the options.

 

**Long-Term Incentive Plans –Awards in Last Fiscal Year**

 
| **Name**          | ** ** | **Number of  Shares, Units or****Other Rights** | ** ** | **Performance or Other  Period Until Maturation****or Payout** | ** ** | **Maximum Future  Payout** | ** ** |
|-------------------|------------|-------------------------------------------------|------------|----------------------------------------------------------------|------------|----------------------------|------------|
|              |       |                                            |       |                                                           |       |                       |       |
| Richard  Haddrill |       | 377,030                                         | (1)        | October 1, 2004 to October 1,  2007                            |       | 377,030 shares             |       |

 

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(1) OnJune 30, 2004, the Company issued to Mr. Haddrill 377,030 Restricted StockUnits (“RSUs”).  The number of RSUs wasdetermined by dividing $6.5 million by the average per share closing price ofthe Company’s common stock.  The RSUsvest in one-third equal installments on each of October 1, 2005, October 1,2006 and October 1, 2007, provided that Mr. Haddrill is continuously employedby the Company as its Chief Executive Officer until each such respectivevesting date.

 

**Directors’ Compensation**

 

Arrangements withDirectors: Directors of the Company who are also employeesare generally not separately compensated for their services as directors. Thecompensation arrangements for outside directors of the Company, are asfollows:  (i) Effective July 1, 2004, Mr.Robbins, as Chairman of the Board, receives $235,000 per year for his servicesas Chairman of the Board, and $90,000 as a member of the Office of theChairman; (ii) all other outside directors receive $50,000 per year; (iii).each outside director (including Mr. Robbins) receives $5,000 per year for eachcommittee they serve on, and the chairman of each committee receives anadditional $5,000 per year; and (iv) each new non-employee director receives anoption grant of 50,000 shares upon appointment to the Board of Directors.  In January 2004, each non-employee directorreceived an option grant of 195,000 shares, consisting of four tranches of48,750 each, with a seven year term. These options vest only if the common stock price reaches $35, $40, $45,$50 for 20 consecutive days, respectively, on or before January 8, 2009.  Additionally, all options granted toDirectors of the Company remain outstanding for the full term, whether or notthe director continues to be a director of the Company (unless the directorresigns or is removed as a director before the expiration of the director’sterm, in which event the options expire 60 days after resignation orremoval).  Directors are also reimbursedfor their reasonable out-of-pocket expenses incurred on Company business.  The Company may grant directors (bothemployee and non-employee) additional cash compensation and options as timecommitments, responsibilities and other circumstances may warrant.  On June 30, 2004, the board granted specialbonuses to Messrs. Verner and André in the amount of $25,000 each.  Messrs. Robbins and Kirschbaum also receivedoption grants on June 30, 2004, for 39,000 shares each.

 

Other Arrangements: EffectiveJuly 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 was a New York-based employee and worked onmajor strategic transactions involving the Company or its affiliates, includingmergers, acquisitions, divestitures, joint ventures, the negotiation ofstrategic alliances or relationships, and financings and refinancings.  The Employees were not expected to beinvolved in the day-to-day operations of the Company, were not expected todevote full-time to the business of the Company and were permitted engage inoutside activities, although they could not directly compete with the Company.Under the Agreements, each Employee received a base salary for fiscal year 2004of $186,539.  The Agreements also calledfor annual performance bonuses (each a “Bonus”) based upon annual performancegoals determined by the Board of Directors and the Employee (which goalsgenerally related, without limitation, to transactions of the type mentionedabove involving the Company and/or one or more of its affiliates) and a targetBonus amount (and/or an appropriate minimum amount).  If a goal is achieved, the Bonuses would bepayable regardless of the level of the Employee’s involvement in thetransaction.  On termination of anyEmployee’s Agreement for any reason (including for “cause”), the Company may berequired to pay Bonuses to such Employee for projects begun but not completedat the 

 

9

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terminationdate assuming the bonusing event is completed no later that twenty-one monthsafter the termination date.  Each Agreement expired on June 30, 2004, and wasnot renewed.

 

The performance goals for each Employeefor fiscal year 2004 were: (i) the closing of at least one “significant merger”with a value of at least $60 million, (ii) the closing of a “significantfinancing” with a value of at least $50 million, or (iii) the disposal ofcertain non-core assets.  Upon theachievement of the performance goal set forth in clause (i), each Employee wasto receive a Bonus equal to 0.3125% of the value of a significant financing,less $62,500.   Upon the achievement ofthe performance goal set forth in clause (ii), each Employee was to receive0.3875% of the value of a significant merger, less $100,000.  In addition, each Employee was to receive$200,000 for the sale of a non-core asset (excluding the sale of United CoinMachine Co.).  During the fiscal year2004 the Company (i) closed a “significant merger” by acquiring Sierra DesignGroup, Inc. on March 3, 2004 for $126.4 million plus additional contingentconsideration of up to $95.6 million, (ii) completed the  refinancing of the Company’s debt inSeptember 2003 (as reported in the Company’s Annual Report filed on Form 10-Kfor the period ending June 30, 2004), and (iii) disposed of a non-core asset byselling  the Rail City Casino for $37.9million in May 2004.  For each of theforegoing transactions, each Employee received $385,000, $1,187,500 and$200,000, respectively.

 

In June 2004, the Company entered into anagreement with Mr. Kirschbaum in which he agreed to serve as a member of theOffice of the Chairman, a committee established by the Board of Directors, fora period of three and one-half years. Pursuant to this agreement, commencing July 1, 2004, Mr. Kirschbaum willreceive fees of $100,000 per year.

 

Effective July 1, 1997, the Company agreed topay KIC over the term of the Agreements an annual amount, subject to annualinflation increases, plus the cost of reasonable employee benefits to itssupport staff and reasonable out-of-pocket expenses incurred by KIC and itsofficers and employees to the extent related directly to the Company’s businessor potential business (the “KIC Agreement”). The KIC Agreement expired on June 30, 2004 and was not renewed.

 

Effective July 1, 2004, the Company enteredinto an Advisory Services Agreement with KIC which calls for the Company to payKIC $600,000 annually for advisory and related services for a period of threeand one-half years.

 

**Employment and SeveranceArrangements**

 

On June 30, 2004, Mr. Haddrilland the Company entered into an Employment Agreement (the “Haddrill Agreement”),pursuant to which Mr. Haddrill shall serve as the Company’s Chief ExecutiveOfficer effective October 1, 2004.  Theterm of the Haddrill Agreement continues until October 1, 2007 (unless earlierterminated, or extended, as provided for in the Haddrill Agreement).  Mr. Haddrill receives a base annual salary of$980,000, participation in the Company’s benefit programs forcorporate officers, and other perquisites, and contains certain non-competeprovisions.  Mr. Haddrill was alsogranted 405,000 stock options, with an 95,000 additional options granted duringfiscal year ending June 30, 2005, and 377,030 restricted stock units (suchrestricted stock units representing $6.5 million of the Company’s common stock)pursuant to the Haddrill Agreement.

 

On June 30, 2004, Mr. Miodunski and theCompany entered into a Separation and Consulting Agreement pursuant to whichMr. Miodunski resigned his position as President and Chief Executive Officereffective September 30, 2004.  Theagreement replaces Mr. Miodunski’s prior employment agreement with theCompany.  Per the agreement, Mr.Miodunski received a $1,000,000 bonus for the successful sale of United Coin MachineCo., $500,000 of which was paid in July 2004 and $500,000 which is payable in24 monthly installments beginning January 1, 2005.

 

In addition Mr. Miodunski will receive$250,000 annually for services as a consultant to the board for a period of fouryears.  Mr. Miodunski will also beeligible for a bonus at the end of the fiscal year ended June 30, 2005 underthe Company’s Management Incentive Plan pursuant to the terms of his Separationand Consulting Agreement.

 

The Company is partyto an employment agreement with Mr. Lerner which generally provides for a basesalary (currently $235,000 per year), participation in the Company’scompensation programs for corporate officers, participation in the Company’scash bonus program at amounts determined by the Board of Directors, andseverance benefits of six months’ base salary if Mr. Lerner is terminatedwithout cause.

 

10

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**Compensation CommitteeInterlocks and Insider Participation in Compensation Decisions**

 

During the fiscal yearended June 30, 2004, the Compensation Committee of the Board of Directors ofthe Company met six times, and was comprised of Messrs. André, Haddrill,Kirschbaum, Robbins, and Verner.  Duringthe last fiscal year, the entire Board of Directors generally participated indeliberations concerning the compensation of the Company’s executiveofficers.  Other than as previouslydescribed elsewhere herein, no other member of the Company’s Board of Directorswas an officer or employee of the Company or any subsidiary during the fiscalyear ended June 30, 2004, or is a former officer of the Company or anysubsidiary.

 

Since July 1,1998, certain directors have been involved in transactions in which Alliancewas a party and in which the amount involved exceeded $60,000.  See “Directors’ Compensation” and “CertainRelationships and Related Transactions.”

 

**Report on Executive Compensation**

 

Forthe fiscal year ended June 30, 2004, the Compensation Committee consisted ofMessrs. André, Haddrill, Kirschbaum, Robbins, and Verner. The formal charterprovides for the following duties to be carried out by this Committee:

 

•                  Review andapprove executive compensation philosophy.

•                  Approve allexecutive compensation plans and structures.

•                  Approve annualand long-term incentive performance metrics; determine and approve payouts.

•                  Approvecompensation for the Company’s management executive committee (consisting ofcertain members of senior management) as well as senior management of theCompany’s subsidiaries.

•                  Approve planpayouts to the members of the management executive committee that are outsideof approved parameters.

•                  Recommendapproval for all management incentive plans, including stock options, to theBoard of Directors, and approve new change-in-control or special retentionplans.

•                  Approve bonuscriteria, incentives, including stock options, and payouts foremployee-directors.

 

The Company’scompensation formulas for certain executives during the fiscal year ended June30, 2004, were largely determined based on pre-existing contractualarrangements in place from the previous fiscal periods.  The Compensation Committee believes as ageneral matter, but particularly with respect to senior executive officers,that the most effective method of compensation, and the method that mostclosely aligns management’s interest with those of the Company’s stockholders,is long-term compensation tied to the creation of stockholder value.  The Compensation Committee believes that thismethod of compensation should constitute a significant portion of an executive’scompensation.  Thus, it has been theCompany’s policy where feasible and consistent with competitive marketconditions to attempt to restrain base cash compensation while providingincentives for management to increase stockholder value.  The Company hopes to achieve this goalthrough the use of (i) long-term stock options (that will not result in valueto the holder unless the price of the Company’s Common Stock has appreciated)and (ii) cash bonuses tied to performance criteria (such as achievement ofspecific strategic, operational, or financial tasks or targets, such as cashflow return on assets and operating income) which the Board of Directorsbelieves will result in increases in stockholder value.  Stock option grants to management haveexercise prices equal to the share price at the time of grant and have a termof ten years.  The Board of Directorsbelieves the compensation philosophy outlined above has the greatestprobability of achieving significant returns to stockholders.

 

The Board of Directors’ compensation determinations havebeen and continue to be affected by various competitive factors including therequirements to attract top-flight employees to the Company.  The Company believes that it will continue tobe constrained by these competitive factors as there continues to be demandfrom competing businesses to attract management talent of the type the Companydesires to recruit.

 

Duringfiscal year 2004, Mr. Miodunski’s salary as CEO was $500,000, and he was paid abonus for fiscal year 2004 of $465,000. The bonus paid Mr. Miodunski included$400,000 earned upon the achievement of certain financial objectives set by theCompensation Committee, and a subjective bonus awarded by the Compensation

 

11

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Committeeof $65,000.  Additionally, during fiscalyear 2004 Mr. Miodunski was awarded a stock option grant covering 100,000shares, which vests in one-third increments beginning one year from the date ofgrant.

 
|   | Respectfully  submitted,                      |
|--------|-----------------------------------------------|
|   |                                          |
|   | COMPENSATION  COMMITTEE                       |
|   | (as of  fiscal year ended June 30, 2004) |
|   | Jacques  André                           |
|   | Richard  Haddrill                             |
|   | Joel  Kirschbaum                              |
|   | David  Robbins                                |
|   | Kevin Verner                                  |

 

12

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**Stock Performance Graph**

 

The following graphcompares the Company’s cumulative total stockholder return on its Common Stock(no dividends have been paid thereon) for the past five fiscal years in theperiod ending June 30, 2004, with cumulative total return, assuming reinvestmentof dividends, of (i) the Nasdaq Stock Market (U.S.) (based on our previouslisting on this exchange, which ceased upon our listing on the New York StockExchange on December 12, 2002), (ii) the Russell 2000, and (iii) an index ofpeer companies  the Company believes arecomparable to the Company in terms of their lines of business.  The presentation assumes $100 was invested onJune 30, 1999 (the last trading day prior to the end of the Company’s 1999fiscal year).  The company peer groupused in the graph below consists of International Game Technology, MikohnGaming, Shuffle Master, and WMS Gaming, and excludes Acres Gaming which wasacquired by International Game Technology in October 2003.

 

#### ** **

#### **ITEM 12.**                                              SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information as of October 27,2004, with respect to the beneficial ownership of the Common Stock, whichconstitutes the Company’s only outstanding class of voting securities, by(i) each person who, to the knowledge of the Company, beneficially ownedmore than 5% of the Common Stock, (ii) each director and director nomineeof the Company, (iii) the Named Executive Officers of the Company (asdefined pursuant to the Securities Exchange Act of 1934), and (iv) allexecutive officers and directors of the Company as a group. Except asindicated, beneficial ownership includes the sole power to vote and to disposeof the securities in question. Except as indicated, no director or executiveofficer of the Company owned any other equity securities of the Company.  Except as indicated below, the mailingaddress for each of the beneficial owners listed below is c/o Alliance GamingCorporation, 6601 South Bermuda Road, Las Vegas, Nevada 89119.

 
| **Beneficial Owner**                             | ** ** | **Amount  of  Beneficial  Ownership** |   | **Percent  of  Class** | ** ** |
|--------------------------------------------------|------------|---------------------------------------|--------|------------------------|------------|
| Alfred Wilms                                     |       | 3,832,892                             | (1)    | 7.5                    | %          |
| Jacques  André                              |       | 133,572                               | (2)    |                   | *          |
| Anthony  DiCesare                                |       | 42,728                                | (3)    |                   | *          |
| Richard  Haddrill                                |       | 63,300                                | (4)    |                   | *          |
| Joel  Kirschbaum                                 |       | 2,186,602                             | (5)    | 4.2                    | %          |
| Mark Lerner                                      |       | 23,333                                | (6)    |                   | *          |
| Robert  Miodunski                                |       | 64,745                                | (7)    |                   | *          |
| David  Robbins                                   |       | 451,720                               | (8)    |                   | *          |
| Robert L.  Saxton                                |       | 109,996                               | (9)    |                   | *          |
| Kevin Verner                                     |       | 80,000                                | (10)   |                   | *          |
| All  executive officers and directors as a group |       | 3,181,329                             | (11)   | 6.1                    | %          |

 

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*     Less than 1%.

 

(1)                                  Mr. Wilms’ mailingaddress is 2, St. Jansvliet, bus 6-2000 Antwerp, Belgium.

 

(2)                                  Includes 36,428shares owned and 97,144 shares subject to options that are currentlyexercisable or will become exercisable within 60 days.

 

(3)                                  Represents sharessubject to options that are currently exercisable or will become exercisablewithin 60 days. Excludes shares placed in a trust, a trustee of which is Mr.DiCesare’s wife. Mr. DiCesare disclaims any beneficial ownership of theseshares.

 

(4)                                  Includes 13,300shares owned and 50,000 shares subject to options that are currentlyexercisable or will become exercisable within 60 days.

 

13

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(5)                                  Includes 1,530,390shares owned and 656,212 shares subject to options that are currently exercisableor will become exercisable within 60 days.

 

(6)                                  Represents sharessubject to options that are currently exercisable or will become exercisablewithin 60 days.

 

(7)                                  Represents sharessubject to options that are currently exercisable or will become exercisablewithin 60 days.

 

(8)                                  Includes 55,000shares owned and 396,720 shares subject to options that are currentlyexercisable or will become exercisable within 60 days.

 

(9)                                  Includes 30,004shares owned and 79,992 shares subject to options that are currentlyexercisable or will become exercisable within 60 days.

 

(10)                            Includes 10,000 sharesowned and 70,000 shares subject to options that are currently exercisable orwill become exercisable within 60 days.

 

(11)                            Includes 1,677,122 sharessubject to options that are currently exercisable or will become exercisablewithin 60 days.

 

#### **ITEM 13.               CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS**

 

An agreementdated October 10, 1994 obligates the Company to pay Mr. Wilms, a former officerand director of the Company, $150,000 a year to be available to the Company forconsulting services, subject to annual cost-of-living adjustments. As requiredby that agreement, the Company paid Mr. Wilms $203,920 during the year endedJune 30, 2004. This agreement expired on June 30, 2004.

 

See also “Directors’Compensation” and “Compensation Committee Interlocks and Insider Participationin Compensation Decisions.”

 

**ITEM14.               PRINCIPAL ACCOUNTANTFEES AND SERVICES**

 

The following table presentsthe aggregate fees billed by Deloitte & Touche LLP, the Company’s principalaccountant, for services provided during fiscal years 2003 and 2004:
| ** ** | ** ** | ** **              | ** ** | **2003** | ** ** | **2004**  | ** ** |
|------------|------------|-------------------------|------------|----------|------------|-----------|------------|
|       |       |                    |       |     |       |      |       |
| A.         |       | Audit fees              |       | $        | 374,100    |      | $          | 332,400 |   |
| B.         |       | Audit-related  fees (1) |       | 115,497  |       | 154,218   |       |
| C.         |       | Tax fees (2)            |       | 459,424  |       | 680,147   |       |
| D.         |       | All other  fees (3)     |       | —   |       | 20,600    |       |
|       |       | Total Fees              |       | 949,021  |       | 1,187,365 |       |
|            |            |                         |            |          |            |           |            |  |  |

 

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(1) Consists primarily of fees paid for accounting and auditingconsultation services and audits of the Company’s employee benefits plans andfees for services related to Sarbanes-Oxley readiness.

 

(2) Consists primarily of fees paid for tax compliance and preparationservices and tax consultation relating to the acquisition or disposition ofcertain subsidiaries.

 

(3) Consists primarily of fees paid for consultation regarding stockcompensation and other matters.

 

The Audit Committee reviewsand signs all engagement letters for services to be provided by Deloitte &Touche LLP.  The Audit Committee hasconsidered the effect of non-audit services provided by Deloitte & ToucheLLP on Deloitte & Touche LLP’s independence, and does not believe that suchindependence has been impaired or otherwise compromised.

 

**Report of the Audit Committee**

 

For the fiscal year endedJune 30, 2004, the Audit Committee was comprised of four members of the Boardof Directors.  The Audit Committeeoperates under a written charter previously adopted by the Board.  The Audit Committee reviews the Company’sfinancial reporting process on behalf of the Board. Management has the primaryresponsibility for the financial statements and the reporting process.  The Company’s independent accountants areresponsible for expressing an

 

14

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opinion on the conformity of the Company’s audited financial statementsto generally accepted accounting principles. The Audit Committee hereby reportsas follows:

 

1.               The Audit Committee has reviewed and discussedthe audited financial statements with the Company’s management.

 

2.               The Audit Committee has discussed withDeloitte & Touche LLP, the Company’s independent auditors, among otherthings, the matters required to be discussed by SAS 61 (Communication withPublic Audit Committees).

 

3.               The Audit Committee has received the writtendisclosures and the representations from Deloitte & Touche LLP required byIndependence Standards Board Standard No. 1 (Independence Discussions withAudit Committees), and has discussed with Deloitte & Touche LLP theirindependence.

 

4.               Based on the review and discussion of theabove information, the Audit Committee recommended to the Board of Directors ofthe Company, and the Board has approved, that the audited financial statementsbe included in the Company’s Annual Report on Form 10-K for the fiscal yearended June 30, 2004, for filing with the Securities and Exchange Commission.

 
|   | Respectfully submitted,                      |
|--------|----------------------------------------------|
|   |                                         |
|   | AUDIT COMMITTEE                              |
|   | (as of fiscal year ended June 30, 2004) |
|   | David Robbins, Chairman                      |
|   | Jacques André                           |
|   | Richard Haddrill                             |
|   | Kevin Verner                                 |

 

#### **PART IV**

 

**ITEM 15.****                                              EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**

 

Documents filed as part of this amendedreport:

 
| **Exhibit  Number** | ** ** | **Description**                              |
|---------------------|------------|----------------------------------------------|
| ** **          | ** ** | ** **                                   |
| 14                  |       | Code of  Ethics and Business Conduct         |
|                |       |                                         |
| 99.1                |       | Audit  Committee Charter                     |
|                |       |                                         |
| 99.2                |       | Nominating  and Corporate Governance Charter |
|                |       |                                         |
| 99.3                |       | Compensation  Committee Charter              |

 

15

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SIGNATURES

 

Pursuant to the requirements ofSection 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant hasduly caused this report to be signed on our behalf by the undersigned, thereuntoduly authorized.

 
| ALLIANCE GAMING CORPORATION | DATED: October 28**,** 2004                             |
|-----------------------------|---------------------------------------------------------|
|                        |                                                    |   |
| By                          | /s/ Richard Haddrill                                    |   |   |
|                        | Richard Haddrill                                        |   |
|                        | Chief Executive Officer                                 |   |
|                        | (Principal Executive Officer)                           |   |
|                        |                                                    |   |
| By                          | /s/ Robert L. Saxton                                    |   |   |
|                        | Robert L. Saxton                                        |   |
|                        | Executive Vice President, Treasurer and Chief Financial |   |
|                        | Officer (Principal Financial and Accounting Officer)    |   |

 

Pursuant to the requirements ofthe Securities Exchange Act of 1934, this report has been signed below by thefollowing persons on behalf of the Registrant and in the capacities and on thedates indicated.

 
| **Name**               | ** ** | **Title**                                                        | ** **                                     | **Date** |
|------------------------|------------|------------------------------------------------------------------|------------------------------------------------|----------|
|                   |       |                                                             |                                           |     |
| /s/ Richard Haddrill   |       |                                                             | Chief Executive Officer                        |     | October 28, 2004 |
| Richard Haddrill       |       | (Principal Executive Officer), and Director                      |                                           |     |
|                   |       |                                                             |                                           |     |
| /s/ Robert L. Saxton   |       |                                                             | Executive  Vice President, Treasurer and Chief |     | October 28, 2004 |
| Robert L. Saxton       |       | Financial  Officer (Principal Financial and Accounting  Officer) |                                           |     |
|                   |       |                                                             |                                           |     |
| /s/ Jacques André |       |                                                             | Director                                       |     | October 28, 2004 |
| Jacques André     |       |                                                             |                                           |     |
|                   |       |                                                             |                                           |     |
| /s/ Anthony DiCesare   |       |                                                             | Director                                       |     | October 28, 2004 |
| Anthony DiCesare       |       |                                                             |                                           |     |
|                   |       |                                                             |                                           |     |
| /s/ Joel Kirschbaum    |       |                                                             | Director                                       |     | October 28, 2004 |
| Joel Kirschbaum        |       |                                                             |                                           |     |
|                   |       |                                                             |                                           |     |
|                   |       |                                                             | Director and Chairman of the Board             |     | October 28, 2004 |
| David Robbins          |       |                                                             |                                           |     |
|                   |       |                                                             |                                           |     |
|                   |       |                                                             | Director                                       |     | October 28, 2004 |
| Kevin Verner           |       |                                                             |                                           |     |
|                        |            |                                                                  |                                                |          |  |  |  |

 

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