Exhibit 4.11

   AMENDMENT NO. 1 DATED SEPTEMBER 15, 1998 TO RIGHTS AGREEMENT,  dated as
of March 9, 1998 between ALLIANCE GAMING CORPORATION, a Nevada corporation,  and
AMERICAN STOCK TRANSFER & TRUST COMPANY as Rights Agent (the "Agreement",  terms
defined therein having the same meanings when used herein).

                  The parties desire to amend the Agreement as follows:

                  Section 1.  Amendments.

                  1.1.  Section 1 of the  Agreement  is  amended  by adding  the
 following definition following the definition of "Common Stock":

                    "Continuing Director" shall mean (i) any member of the Board
             of  Directors,  while  such  Person  is a  member  of the  Board of
             Directors,  who is not an  Acquiring  Person,  or an  Affiliate  or
             Associate  of  an  Acquiring  Person,  or a  representative  of  an
             Acquiring Person, or of any such Affiliate or Associate,  and was a
             member of the Board prior to the date of this  Agreement,  (ii) any
             Person who subsequently becomes a member of the Board of Directors,
             who is not an Acquiring  Person, or an Affiliate or Associate of an
             Acquiring  Person, or a representative of an Acquiring Person or of
             any such  Affiliate or Associate,  if such Person's  nomination for
             election or election to the Board of  Directors is  recommended  or
             approved by a majority  of the  Continuing  Directors  or (iii) any
             Person who has been a member of the Board of Directors for a period
             of a full consecutive year."

      1.2.  Section  23(a) of the Agreement is amended by adding after the first
      sentence thereof the following:

                     "If the Board of  Directors of the  Corporation  authorized
             redemption  of the  Rights in the  circumstances  set forth in this
             Section 23, then there must be Continuing  Directors then in office
             and such  authorization  shall  require only the  concurrence  of a
             majority of such Continuing  Directors if such authorization occurs
             on or after the date of a change (resulting from a proxy or consent
             solicitation)  in a  majority  of the  directors  in  office at the
             commencement   of  such   solicitation  if  any  Person  who  is  a
             participant  in such  solicitation  has  stated  (or,  if upon  the
             commencement  of such  solicitation,  a  majority  of the  Board of
             Directors of the  Corporation  has  determined  in good faith) that
             such Person (or any of its  Affiliates  or  Associates)  intends to
             take, or may consider taking, any action which would result in such
             Person  becoming  an  Acquiring  Person  or which  would  cause the
             occurrence of an event referred to in Sections 11(a)(ii) or 13."

      Section 2. Miscellaneous.  Except as herein provided,  the Agreement shall
      remain unchanged and in full force and effect. This Amendment No. 1 may be
      executed in any number of counterparts,  all of which taken together shall
      constitute one and the same  amendatory  instrument and any of the parties
      hereto may execute this  Amendment No. 1 by signing any such  counterpart.
      This  Amendment  No. 1 shall be governed by, and  construed in  accordance
      with, the law of the State of New York.


IN WITNESS  WHEREOF,  the parties  hereto have caused this Amendment No. 1 to be
duly executed and delivered as of the day and year first above written.

                                    ALLIANCE GAMING CORPORATION


                                    By:__________________________
                                          Title:

                                    AMERICAN STOCK TRANSFER & TUST COMPANY


                                    By:_________________________
                                         Title: