<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON,  D.C.  20549
                                ________________
                                   FORM 10-QSB
     [X]     QUARTERLY  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE
             SECURITIES EXCHANGE ACT OF 1934

             FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2001
                                       OR

     [   ]   TRANSITION  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE
                         SECURITIES EXCHANGE ACT OF 1934



                          Commission File No. 000-20685


                               AMERICAN WAGERING, INC.
             (Exact name of Registrant as specified in its charter)


          Nevada                                 88-0344658
          ---------------                        ----------
        (State  or  other  Jurisdiction  of      (I.R.S.  Employer
       Incorporation  or  Organization)          Identification  No.)

                    675 Grier Drive, Las Vegas, Nevada 89119
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                              (702) 735-0101
                           -------------------
                (Issuer's Telephone Number, Including Area Code)

     Indicate  by  check  mark  whether  the  registrant  (1)  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.

Yes     X     No
       ----   ----

Indicate  the  number  of  shares outstanding of each of the issuer's classes of
common  stock,  as  of  the  last  practicable  date:

     Class                             Outstanding  as  of  October  31,  2001
     -----                             ---------------------------------------
     Common Stock, $.01 par value                  8,076,665

<PAGE>


                    AMERICAN WAGERING, INC. AND SUBSIDIARIES

INDEX

PART  I          FINANCIAL  INFORMATION

Item  1.  Financial  Statements:                                            Page
                                                                            ----
   Consolidated  Balance Sheets -
    October 31, 2001 (Unaudited) and January 31, 2001 ...................      1
   Consolidated  Statements  of Operations -
    Three Months Ended October 31, 2001 and 2000  (Unaudited) ...........      2
   Consolidated  Statements  of  Operations -
    Nine Months Ended October 31, 2001 and 2000  (Unaudited) ............      3
   Consolidated  Statements  of Cash Flows -
    Nine Months Ended October 31, 2001 and 2000  (Unaudited) ............      4
   Notes to Consolidated Financial Statements (Unaudited) ...............    5-9

Item  2.  Management's Discussion and Analysis or Plan of Operation......  10-12

PART  II     OTHER  INFORMATION


Item  1.     Legal  Proceedings .........................................  13-15
Item  2.     Changes  in  Securities  and  Use  of  Proceeds ............     16
Item  3.     Defaults  upon  Senior  Securities .........................     16
Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders      16
Item  5.     Other  Information .........................................     16
Item  6.     Exhibits  and  Reports  on  Form  8-K ......................     16


<PAGE>

<TABLE>
<CAPTION>
                            AMERICAN WAGERING, INC.
                         CONSOLIDATED  BALANCE  SHEETS

                        PART I   FINANCIAL INFORMATION

ITEM  1.     FINANCIAL  STATEMENTS

                                           October 31,       January 31,
                                              2001             2001
                                          (Unaudited)
<S>                                       <C>                <C>
ASSETS
CURRENT ASSETS
    Cash                                   $  1,911,728       $  2,200,759
    Restricted deposits                         241,318            236,416
    Accounts receivable, net of
     allowance for doubtful accounts          1,517,083            583,193
    Inventories                                 572,134            405,340
    Prepaid expenses and other current assets   290,386            279,904
                                           ------------       ------------
                                              4,532,649          3,705,612

PROPERTY AND EQUIPMENT, net                   3,514,883          3,613,678

GOODWILL                                        133,207            221,651

OTHER INTANGIBLES                               454,345            525,316

OTHER ASSETS                                    268,994            317,034
                                           ------------       ------------
                                           $  8,904,078       $  8,383,291
                                           ============       ============


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Current portion of long-term debt      $     89,151       $     67,925
    Accounts payable                            509,072            401,729
    Accrued expenses                          1,071,087          1,047,851
    Unpaid winning tickets                      630,861            910,207
    Net liabilities of business held for sale   292,325            176,411
    Customer deposits and other current
     liabilities                                913,089            488,201
                                           ------------       ------------
                                              3,505,585          3,092,324
                                           ------------       ------------

LONG-TERM DEBT, less current portion          1,732,310          1,748,592
                                           ------------       ------------
REDEEMABLE PREFERRED STOCK - 2,738 SHARES       273,800            273,800
                                           ------------       ------------
STOCKHOLDERS' EQUITY
   Series A preferred stock -10% cumulative;
    $.01 par value; authorized:
    25,000,000 shares; issued and
    outstanding: 11,924 shares                1,192,400          1,192,400

   Common stock - $.01 par value;
    authorized: 25,000,000 shares;
    issued: 8,137,765 shares, including
    239,819 shares issued in
    settlement of litigation                     81,378             81,378
   Additional paid-in capital                14,380,117         14,380,117
   Accumulated deficit                      (11,934,019)       (12,057,827)
   Less 61,100 common shares in
     treasury, at cost                         (327,493)          (327,493)
                                           ------------       ------------
                                              3,392,383          3,268,575
                                           ------------       ------------
                                           $  8,904,078       $  8,383,291
                                           ============       ============
</TABLE>

See  notes  to  consolidated  financial  statements.

                                       1
<PAGE>

<TABLE>
<CAPTION>
                             AMERICAN WAGERING, INC.
                   CONSOLIDATED  STATEMENTS  OF  OPERATIONS
                   FOR  THE  THREE  MONTHS  ENDED  OCTOBER  31,
                                  (UNAUDITED)
                                               2001                2000
                                               ----                ----
<S>                                       <C>               <C>
REVENUES                                   $  2,955,461      $   3,211,131

OPERATING COSTS AND EXPENSES:
   Direct costs                               1,866,294          1,946,717
   Research and development                     211,048            166,001
   Selling, general and administrative          532,057            596,768
   Depreciation and amortization                182,219            191,247
                                           ------------       ------------
                                              2,791,618          2,900,733
                                           ------------       ------------
OPERATING INCOME                                163,843            310,398

OTHER INCOME (EXPENSE):
   Interest income                               13,442              3,858
   Interest expense                             (39,639)           (36,912)
   Litigation judgment and settlements               --            415,210
   Other, net                                    (9,832)            26,078
                                           ------------       ------------
INCOME FROM CONTINUING OPERATIONS
  BEFORE INCOME TAX                             127,814            718,632
INCOME TAX                                       12,972                 --
                                           ------------       ------------
INCOME FROM CONTINUING OPERATIONS               114,842            718,632
                                           ------------       ------------
DISCONTINUED OPERATIONS
   Loss from discontinued operations                 --            (39,492)
   Loss on disposal                                  --           (134,329)
                                           ------------       ------------
                                                     --           (173,821)
                                           ------------       ------------
NET INCOME                                 $    114,842       $    544,811
                                           ============       ============
BASIC AND DILUTED INCOME (LOSS) PER SHARE
   Income from continuing operations            $  0.01             $ 0.09
                                           ============       ============
   Loss from discontinued operations            $    --             $(0.02)
                                           ============       ============
   Net income                                      0.01             $ 0.06
                                           ============       ============

</TABLE>

See  notes  to  consolidated  financial  statements.

                                       2
<PAGE>

<TABLE>
<CAPTION>

                             AMERICAN WAGERING, INC.
                    CONSOLIDATED  STATEMENTS  OF  OPERATIONS
                   FOR  THE  NINE  MONTHS  ENDED  OCTOBER  31,
                                 (UNAUDITED)

                                               2001                  2000
                                               ----                  ----
<S>                                       <C>                <C>
REVENUES                                   $  8,401,258       $  7,875,173
                                           ------------       ------------
OPERATING COSTS AND EXPENSES:
   Direct costs                               5,411,335          6,120,761
   Research and development                     612,545            720,473
   Selling, general and administrative        1,594,701          2,117,063
   Depreciation and amortization                524,772            621,911
                                           ------------       ------------
                                              8,143,353          9,580,208
                                           ------------       ------------

OPERATING INCOME (LOSS)                         257,905         (1,705,035)
OTHER INCOME (EXPENSE):
   Interest income                               58,880             17,984
   Interest expense                            (119,134)          (124,707)
   Litigation judgment and settlements               --            888,205
   Other, net                                    50,317             32,454
                                           ------------       ------------

INCOME (LOSS) FROM CONTINUING OPERATIONS
   BEFORE INCOME TAX                            247,968           (891,099)
INCOME TAX                                       12,972                 --
                                           ------------       ------------

INCOME (LOSS) FROM CONTINUING OPERATIONS        234,996           (891,099)
                                           ------------       ------------
DISCONTINUED OPERATIONS
   Loss from discontinued operations                 --            (66,235)
   Loss on disposal                                  --           (134,329)
                                           ------------       ------------
                                                     --           (200,564)
                                           ------------       ------------
NET INCOME (LOSS)                          $    234,996       $ (1,091,663)
                                           ============       ============

BASIC AND DILUTED INCOME (LOSS) PER SHARE
   Income (loss) from continuing operations     $  0.02           $  (0.11)
   Loss from discontinued operations            $   ---           $  (0.03)
                                           ============       ============
   Net income (loss)                            $  0.02       $      (0.15)
                                           ============       ============

</TABLE>


See  notes  to  consolidated  financial  statements.

                                       3
<PAGE>

<TABLE>
<CAPTION>

                             AMERICAN WAGERING, INC.
                   CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS
                  FOR  THE  NINE  MONTHS  ENDED  OCTOBER  31,

                                               2001                  2000
                                               ----                  ----
<S>                                       <C>                <C>
OPERATING ACTIVITIES
     Net cash provided by (used in)
      operating activities                 $     71,720       $ (1,357,596)

INVESTING ACTIVITIES
    Additions to restricted deposits             (4,902)          (102,301)
    Purchase of property and equipment         (339,442)          (218,371)
    Disposition of other assets                  89,837            140,697
                                           ------------       ------------
    Net cash used in investing activities      (254,507)          (179,975)
                                           ------------       ------------
FINANCING ACTIVITIES
    Repayment of long-term debt                 (63,213)           (45,740)
    Proceeds from long-term debt                 68,157
    Stock option exercise                            --             85,791
    Dividends                                  (111,188)          (114,930)
    Redemption of Preferred Stock                    --            (76,200)
                                           ------------       ------------
    Net cash used in financing activities      (106,244)          (151,079)
                                           ------------       ------------
CHANGE IN CASH
    Net decrease in cash                       (289,031)        (1,688,650)
    Cash at beginning of period               2,200,759          3,232,235
                                           ------------       ------------
    Cash at end of period                  $  1,911,728       $  1,543,585
                                           ============       ============

</TABLE>

See  notes  to  consolidated  financial  statements.

                                       4
<PAGE>
                             AMERICAN WAGERING, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.  Basis  of  Presentation

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and  the  instructions to Form 10-QSB and Item 310(b) of
Regulation  S-B.  Accordingly,  they  do  not include all of the information and
disclosures  required  by  generally  accepted  accounting principles for annual
financial  statements.  In the opinion of management, all adjustments considered
necessary for a fair presentation have been included.  The results of operations
for  an  interim  period  are not necessarily indicative of results for the full
year.  For  further  information,  please  refer  to  the consolidated financial
statements  of  American  Wagering, Inc. (the "Company"), and the related notes,
included  within  the Company's Annual Report on Form 10-KSB for the fiscal year
ended  January  31,  2001,  previously  filed  with  the Securities and Exchange
Commission  from  which  the consolidated balance sheet at January 31, 2001, was
derived.  All  significant  inter-company  accounts  and  transactions have been
eliminated  in  the  consolidation.

     Certain  amounts  in the consolidated financial statements of prior periods
have  been  reclassified  to  conform  to  the  current  period  presentation.

2.     Internet  Wagering  Disciplinary  Action

     On  July  27, 2000, the Nevada Gaming Commission approved a settlement of a
complaint  against  the  Company.  Without admitting or denying the allegations,
the  Company agreed to pay a fine of $10,000 and to divest itself of any and all
interests  and  rights  pertaining to Mega$ports (ACT). Pursuant to the terms of
the settlement, the divestiture was to be completed by January 27, 2001, subject
to  the  Company's right to request not more than three 60-day extension periods
to  complete  the  divestiture.  On  July  26, 2001, having exhausted all 60-day
extensions,  the  Nevada Gaming Commission granted the Company an additional six
months  (until  January  25,  2002) to complete the divestiture.  Currently, the
Company  is  continuing to search for a qualified buyer for the Mega$ports (ACT)
operation.  (Note  8).

3.  Discontinued  operations

     In  November  2000,  the  Company  decided to discontinue its casino gaming
operations,  consisting  of  65  electronic gaming devices and slot machines and
recorded  a  $68,811 provision for anticipated operating losses through December
22,  2000,  the  closing  date of the casino. The Company also recorded an asset
valuation allowance of $65,518 in the quarter ended January 31, 2001. The assets
and  liabilities  of  the  discontinued  segment  are not material. For the nine
months  ended  October  31,  2000, the net loss of the subsequently discontinued
casino  was  $200,564  consisting revenues of $475,515 and expenses of $676,079.

4.  Net  Income  (Loss)  per  Share

     Basic net income (loss) per share is computed by dividing net income (loss)
by  the  weighted  average  number of common shares outstanding during the year.
Diluted  earnings  per share considers potentially dilutive securities (options)
as  outstanding and net income (loss) is adjusted for preferred stock dividends.
For  the  operating  periods  presented,  the  tables below reconcile net income
(loss)  and  weighted  average shares outstanding used to calculate basic income
(loss)  per  share  to  those used to calculate diluted income (loss) per share:

    Effect of adjustments               Three months ended October 31,
    to net loss
                                     2001                            2000
                                     ----                            ----
    Net  income                    $  114,842                  $   544,811
   Preferred  stock  dividends        (37,470)                     (38,067)
                                   -------------               ------------
    Net income applicable to
     common shareholders           $   77,372                  $   506,744
                                   =============               ============
    Basic and diluted weighted
     average shares outstanding     8,076,665                    7,836,846
                                   =============               ============


                                       5
<PAGE>

    Effect of adjustments               Three months ended October 31,
    to net loss
                                     2001                            2000

                                     ----                            ----

     Net income  (loss)            $  234,996                 $(1,091,663)
     Preferred stock dividends       (111,188)                   (114,930)
                                   -------------               ------------
     Net income (loss) applicable
      to common shareholders       $  123,808                 $(1,206,593)
                                   =============              =============

     Basic and diluted weighted
      average shares outstanding    8,076,665                   7,834,940
                                   =============              =============

5.  Business  Segments

     The  Company  conducts business with customers through 3 business segments,
"Wagering,"  "Systems,"  and  "Keno."  The Wagering segment operated 43 race and
sports  books  throughout  Nevada  as  of  October 31, 2001, and an Internet and
telephone  betting  operation located in Canberra, Australia, that it has agreed
with  the Nevada Gaming Commission to divest itself of by January 25, 2002. (See
"Legal  Proceedings")  The  Systems  segment  designs,  markets,  installs  and
maintains sports and race book wagering systems for the sports betting industry.
The  Keno  segment  operates  keno  games  in  3  locations  in  Nevada.

     Amounts presented below for prior periods have been reclassified to conform
to  the  current  period  presentation,  including  the  elimination  of  the
discontinued  casino  segment.

                Three months ended October 31,     Nine months ended October 31,
                2001                   2000        2001                     2000
                ----                   ----        ----                     ----
Revenues
   Wagering    $  1,602,874      $  1,731,043     $  4,288,464       $4,201,433
   Systems        1,310,321         1,446,323        3,986,378        3,499,535
   Keno              42,266            33,765          126,416          174,205
               ------------      ------------     ------------       ----------
               $  2,955,461      $  3,211,131     $  8,401,258       $7,875,173
               ============      ============     ============       ==========


Operating Income (Loss)
   Wagering    $   332,290       $   232,555      $   707,713        $   (1,240)
   Systems         398,963           660,321        1,230,132           582,036
   Keno           (143,403)         (160,824)        (387,600)         (742,646)
   SG&A           (424,007)         (421,654)      (1,292,340)       (1,543,185)
               ------------      ------------     ------------        ----------
               $   163,843       $   310,398      $   257,905        (1,705,035)
               ============      ============     ============       ==========

6.  Litigation

     a.  Autotote and Hipodromo matters.  In 1998, the Company filed a complaint
against  Autotote  Corporation  and  Autotote  Systems, Inc. for infringement of
copyrights.  On July 18, 2000, the parties executed a settlement agreement under
which the Company and the Company's subsidiary, Computerized Bookmaking Systems,
Inc.  (CBS),  received  $540,000  in  cash  and  was  relieved  of  its previous
obligation  to  pay  accrued  royalty  payments  of  $359,997.

     In  connection  with  the  Autotote  Corporation  and Autotote Systems Inc.
settlement negotiations, the Company and CBS entered into a settlement agreement
on  March  31,  1999,  with  Hipodromo  De Agua Caliente, S.A. De C.V. a Mexican
Corporation  ("Caliente"),  and  a customer of Autotote Systems. The Company was
granted, subject to a one-time Nevada regulatory approval, which was received on
November  20,  2000,  a  perpetual,  nonexclusive  license  to  the customer and
received  a  one-time  fee  of  $600,000.


     b.  Racusin  matter.  Since  1995,  the Company has been in litigation with
Michael Racusin who introduced certain underwriters to the Company in connection
with  the Company's initial public offering.  The Company disputed Mr. Racusin's
claim  for  compensation  under  agreements  that  the  Company  believed  were
unenforceable.  In February 2000, a verdict was rendered in favor of Mr. Racusin
and  in  July  2000, a judgment was entered. In addition to $756,340 paid by the
Company  to  the  individual  in  September  of  1997, the judgment required the
Company  to  issue  him  239,819 common shares, currently held by the Court.  At
January  31,  2000, the Company had

                                       6
<PAGE>

reserved  337,500  shares  for  issuance  in this matter. The judgment applied a
portion  of  the  amount  previously  paid  to reduce the number of shares to be
issued  to 239,819. The trial court valued the award at $2,025,000 based upon an
assumed stock price of $6 per share. Mr. Racusin has appealed claiming that only
a  cash  remedy at a higher price per share ($9) is appropriate. The Company has
cross-appealed  believing that the award was excessive for a variety of reasons.

     The  appeal  was heard by the 9th Circuit Court of Appeals on September 11,
2001.  On November 1, 2001, the 9th Circuit Court of Appeals rendered a decision
including among others, the following provisions (1) The District Court erred by
not  allowing  a  set-off for accrued interest on amounts previously paid by the
Company  ($586,089);  and  (2)  The District Court erred by giving a stock-based
award  rather  than  a  cash-based  award  as  the stock-based award constitutes
specific  performance.

     Pursuant  to the decision of the 9th Circuit Court of Appeals, the case has
been  remanded  back  to  the  District  Court  for a determination of Racusin's
interest  in  monetary terms rather than in stock terms. The District Court must
calculate  the  monetary  value that Racusin would have been able to recoup from
his  337,500  shares. This finding is dependent on when Racusin could have begun
selling  his  shares  (considering  "relevant securities rules"), as well as how
many  shares  he  likely  would  have been able to sell at what times, given his
large  block  of  stock in a small-capitalization company. In addition, when the
District Court enters the new cash damages award on remand, it may appropriately
credit  the  Company  for  interest on the $586,089 paid to Racusin in September
1997.

     The  District  Court  has not advised the Company as to the filing timeline
for  additional  documents  and/or when the matter may be heard.  The Company is
not  able  to  fully  determine  the economic impact of the 9th Circuit Court of
Appeals  decision at this time.  The Company has issued 239,819 shares of Common
Stock  (held  by  the  Court) and has accrued approximately $329,000 in interest
awarded  in  the  judgment  and  expects  any  future  exposure to be covered by
provisions  already  in  place  by  the  Company.

     c.  Imagineering matter. During August, 2001 and October, 2001, the Company
participated  in court-ordered settlement discussions with Imagineering Systems,
Inc.  ("ISI")  during  the course of these discussions, the Company and ISI were
not  able  to  reach  a  mutually agreeable settlement. Accordingly, the Supreme
Court  of  the State of Nevada issued an "Order Reinstating Briefing" on October
19,  2001.  Pursuant  to this order, the Company must file and serve its opening
brief and appendix within one hundred (100) days from the date of the order. The
Company  believes  it  will fully comply with the filing timeline established by
the  court.

     The  Company  has  accrued  $233,000  plus  interest  (net  of $76,503 plus
interest)  with  respect  to  this  litigation.

     Following is a summary of the litigation settlements and (judgment) for the
three  and  nine  months  ended  October  31,  2000:

                         Three  Months  ended                Nine  Months  ended
                           October 31, 2000                     October 31, 2000
                         ------------------                   ------------------
Imagineering Systems, Inc.    $  (184,790)                     $    (184,790)

Racusin                                --                           (427,002)

Autotote  Corporation                  --                            899,997

Hipodromo  De  Aqua  Caliente     600,000                            600,000
                              -----------                      -------------
                              $   415,210                      $     888,205
                              ===========                      =============

There  were  no  cases settled for three and nine months ended October 31, 2001.

The  ultimate  disposition  of  certain  issues  involved  in  the  Racusin  and
Imagineering  matters  cannot  be  determined  at this time.  In accordance with
Statement  of  Financial  Accounting  Standard  No.  5,  "Accounting  for
Contingencies,"  the Company has recorded an allowance for probable losses equal
to  the  lower end of the estimated probable loss range and periodically revises
these  estimates  as  facts  and  circumstances  change.

                                       7
<PAGE>


The Company is also currently a defendant in certain other legal matters arising
in  the ordinary course of business.  Management does not believe the outcome of
the  above-described  proceedings  will  have  a  material adverse effect on the
Company's  financial  position  or  results  of  operations.


7.     Other  Commitments  and  Contingencies

     September 11, 2001.  On September 11, 2001, the United States was subjected
to  extensive  terrorist attacks likely to have far-reaching effects on economic
activity  in  the  country for an indeterminate period.  The near- and long-term
impact  on  the  southern  Nevada  economy  and the Company's business cannot be
predicted  at  this  time  but  may  be  substantial.  In addition, the National
Football League's championship game was moved to February of 2002 as a result of
the  terrorist  attacks.  Accordingly,  results  from  wagering on this sporting
event  will  be  reported in the fiscal year ending January 31, 2003 rather than
the  fiscal  year  ending  January  31,  2002.

     Management Plans.  The Company has incurred net losses for the past several
years  although  as  of  October  31, 2001, has working capital of approximately
$1,027,064.  The  Company's  ability to continue as a going concern is dependent
upon  attaining  and sustaining profitable operations until operating cash flows
are  sufficient to satisfy its current obligations.  The Company has implemented
cost  cutting  measures  in  all of its activities, including the elimination of
immature  business  activities  that appear to lack short-term profit potential.
In  addition, historically, the Company derives seasonally high results from its
licensed  race  and  sports  books  in the State of Nevada between September and
January.  However,  the  Company takes certain financial risks on the outcome of
various  sporting  events,  and,  although  these risks are managed, there is no
assurance  that  the outcome will be favorable and that sufficient cash flow can
be  generated  to  sustain  operations  during  periods  of  lower  activity.

     Stock  Options.  On  August 9, 2001, the Company terminated in its entirety
its  1995  Stock  Option  Plan  as  it  was determined to be outdated and overly
restrictive  and  approved the 2001 Stock Option Plan ("the "2001 Plan") subject
to  shareholder  approval.  The  Company  issued  350,769  options  to  various
employees  in  accordance with the 2001 Plan.  The 2001 Plan was approved by the
vote  of  a  majority of the outstanding voting stock of the Company on November
28,  2001  at  the  annual  meeting  of shareholders.  There was no compensation
expense  recognized at the time of issuance, as the current market price is less
than  the  exercise  prices  of  such  options.

8.     Regulatory  Matters

     The  scope of the Company's licensed race and sports books operation in the
State of Nevada is limited by regulation and statute. On March 22, 2000, federal
legislation  entitled  the  "Amateur  Sports  Integrity  Act"  was introduced in
Congress.  The  general  purpose  of  the  proposed  legislation  is to prohibit
wagering on games and performances at the Summer and Winter Olympics and on high
school  and  college games. On September 13, 2000, the House Judiciary Committee
voted  19-9  in  favor of banning wagering on college games. For the proposal to
become  law  it will have to be voted on and passed by the full House and Senate
and  forwarded  to  the  President  for signature. The Company currently accepts
wagering  on  Olympic  and college games. The Company estimates that wagering on
college  sports  represents approximately 26% of its Nevada race and sports book
revenues.  The  passage of such legislation would likely have a material adverse
affect  upon  the  Company's  wagering  operations.

     In  December  1999,  the  Australian  government  released its Productivity
Commissions  report  on Australia's Gambling Industries. The Report made certain
recommendations  including  regulation of online casinos. Following this report,
the Senate Select Committee on Information Technologies issued a report entitled
"NETBETS", a review of online gambling in Australia. The Committee made a series
of  proposals to cut online gambling including a proposal to limit the expansion
of  online  casinos  with a moratorium on the issuance of online gaming licenses
until  consumer  protection  policies were implemented. This moratorium ended on
May  19,  2001.  The  federal  government  is  pursuing  a total ban on Internet
gambling.  However,  the  States and Territories within Australia are opposed to
any  limitations  on  issuing  new  online  gaming  licenses.

     In  March  2001,  Australia's conservative government said it would seek to
prohibit betting by Australian citizens via the Internet, interactive television
and  mobile  phones.  The  laws  to  be introduced would bar gaming and wagering
services  offered  to Australian citizens over the Internet.  The Labor party is
in  opposition  to  the ban.  The proposed  ban would not limit Australian firms
from  offering  Internet  gaming  overseas.

                                       8
<PAGE>

     At  this time the Company is unable to determine the effect, if any, of the
outcome  of  the  implementation  of  the  recommendations made in the "NETBETS"
report  or whether the government will be successful in banning online gaming by
Australian  citizens.  If the federal government is successful in banning online
gaming  by  Australian  citizens, such ban may have a material adverse effect on
the  subsidiary's  operations  if passed as proposed or could have a significant
negative  impact  on the marketability and negotiated sale price of its Internet
wagering  operation,  Mega$ports  (ACT).

     All  jurisdictions  that  have  legalized  gaming require various licenses,
permits  and  approvals for manufacturers and distributors of gaming devices and
equipment.  In  general, such requirements involve restrictions similar to those
of  Nevada.
                                       9
<PAGE>

ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

Results  of  Operations

Nine  months  ended  October  31,  2001  and  2000

     Revenues.  Revenues  for  the  nine  months  ended  October  31,  2001 were
$8,401,258  an  increase  of $526,085 or 6.7% from the nine months ended October
31,  2000.  The  increase  in  revenue  is  attributed  to  an $486,842 or 13.9%
increase  in  Systems  revenues  from  equipment sales of the newly designed T-3
terminals,  an  increase in Wagering revenue of $87,031 or 2.1% attributed to an
in  increase  Leroy's wagering revenues of $179,939 or 4.2% offset by a decrease
in  revenues  of  Mega$ports  Australia  of  $75,481 or 57.7% .  The increase in
Wagering  and  Systems revenues is offset by a $47,789 or 27.4% decrease in Keno
revenues  due  to  fewer  operating  keno  locations.

     Due  to  the  September  11, 2001 tragedy, race and sporting events for the
week  September  11  through  September 24, 2001, were cancelled; therefore, the
Company  was unable to generate wagering revenue but still incurred expenses for
this  period.

     Operating costs and expenses.  Comparative operating costs and expenses for
the  nine  months ended October 31, 2001 decreased $1,436,855 or 15% as compared
to  the  nine  months  ended  October  31,  2000  as  follows:


                               Increase        Nine  months  ended  October  31,
                                               ---------------------------------
                               (Decrease)           2001               2000
                               ------------         ----               ----
Direct  costs  and  expenses
    Wagering                   $   (603,536)   $  3,301,005        $  3,904,541
    System                          170,740       1,688,144           1,517,404
    Keno                           (276,630)        422,186             698,816
                               ------------    ------------        ------------
Total direct costs and expenses    (709,426)      5,411,335           6,120,761
Research and development           (107,928)        612,545             720,473
Selling, general and administrative(522,362)      1,594,701           2,117,063
Depreciation  and  amortization     (97,139)        524,772             621,911
                               ------------    ------------        ------------
                                 (1,436,855)   $  8,143,353        $  9,580,208

     The  decrease  in  operating  costs  and expenses for the nine months ended
October  31, 2001 as compared to the nine months ended October 31, 2000 includes
an  increase  for  equipment cost of $352,328 which includes an increase for the
cost  of  the  T-3  terminal  equipment  sold  included  in the direct costs and
expenses  of  Systems.  This increase for the cost for the T-3 terminal sold was
offset  by  a  $1,607,595  reduction  in direct costs and expenses, research and
development  costs,  selling,  general and administrative costs and depreciation
and  amortization  as  described  below.

     Direct  costs  and expenses.  The decrease in the direct costs and expenses
of  the  wagering  segment  was primarily due to a $104,276 or 87.6% decrease in
advertising  expenses,  a  $98,493  or  23.8%  decrease  in  the  direct cost of
Mega$ports Australia, a $69,471 or 18.0% decrease in rent expenses, a $45,033 or
20.8%  decrease  in  telephone,  beepers, radios and pagers expenses and a 18.4%
reduction  in other expenses such as satellite sports packages which all reflect
the  Company's  focus  on  reducing  expenditures.   The decrease is offset by a
$102,836  or  5.8% increase in payroll and related expenses. The decrease in the
Systems  segment  direct costs and expenses includes an increase of $499,347 for
the  cost  of  the  newly designed T-3 terminals sold.  This increase in cost of
goods  sold is offset by a $670,087 decrease in other cost of goods sold, direct
costs  and  expenses.  This  Systems  segment  decrease was primarily due to the
Company's  effort  to  reduce  expenditures  and a $121,456 obsolescence reserve
which was recorded for the nine months ended October 31, 2000, of which there is
no  obsolete  inventory  expense for the nine months ended October 31, 2001. The
decrease in the Keno direct costs and expenses of $276,630 or 39.6% for the nine
months  ended  October 31, 2001 as compared to the nine months ended October 31,
2000  was  primarily  due to a $295,402 or 55.2% decrease in payroll and related
expenses  due  to  fewer operating locations and the Company's efforts to reduce
expenditures.

     Research  and  Development.  The $107,928 or 15.0% decrease in research and
development  expenses  for the nine months ended October 31, 2001 as compared to
the nine months ended October 31, 2000 was

                                       10
<PAGE>

primarily  attributed  to  a  $139,791  or  95.2%  reduction in outside services
expense  for  programming  which  is  now  done  in-house.

     Selling, General and Administrative.  The $522,362 decrease in the selling,
general  and  administrative expenses for the nine months ended October 31, 2001
as  compared  to  the  nine months ended October 31, 2000 was primarily due to a
$307,331  or  30.6%  reduction in administrative payroll and related expenses, a
$154,904  or  42.2%  reduction  in  monies  spent for outside services which are
associated  with  network  technical support now done in-house and a $119,526 or
44.3% reduction in legal costs.  Offsetting the decrease in selling, general and
administrative  expenses  was  an  $63,731  or 90.9% increase in insurance cost.

     Operating  income  (loss).   Operating  income  for  the  nine months ended
October  31,  2001  of  $257,905  increased $1,962,940 from an operating loss of
$1,705,035  for  the nine months ended October 31, 2000 primarily as a result of
management's efforts to reduce operating costs and expenses for all segments and
increased  Systems  equipment  sales  of  the  T-3  terminals.

     Litigation  judgment and settlements. In July 2000, the Company settled its
litigation  with Autotote Corporation. As a result of the settlement the Company
received  proceeds of $540,000 and was relieved of its obligation to pay accrued
royalties  of  $359,997.  Additionally  $184,790  had   been  accrued   for  the
Imagineering litigation and $427,002 accrued in interest expense for the Racusin
litigation.  There  were  no  judgments or settlements for the nine months ended
October  31,  2001.


     Income  taxes.  Income taxes for the nine months ended October 31, 2001 and
2000  have  been  reduced by the effects of net operating loss carryforwards and
for the period ended October 31, 2001, represent alternative minimum tax for the
previous  year  and  estimates  of  current  year  expense.

     Net  income.  Net  income  for  the  nine  months ended October 31, 2001 of
$234,996  increased $1,326,659 from a net loss of $1,091,663 for the nine months
ended  October  31,  2000.  The  favorable  variance  is the result of increased
systems  equipment  sales  of  the newly designed T-3 terminals and management's
efforts  to  reduce  operating  costs  and  expenses  for  all  segments.

Liquidity  and  Capital  Resources

         Cash  provided  by operating activities was $71,720 for the nine months
ended  October  31,  2001  compared  to  cash  used  in  operating activities of
$1,357,596  for  the nine months ended October 31, 2000.  This was primarily due
to  the Company's concentrated effort to reduce expenditures in fiscal year 2002
and  payment  of current liabilities, and increased System sales.  Net cash used
in  investing activities was $254,207 for the nine months ended October 31, 2001
compared  to  cash  used in investing activities of $179,975 for the nine months
ended  October  31,  2000.  Net  cash  used  in financing activities amounted to
$106,244 for the nine months ended October 31, 2001 compared to net cash used in
financing  activities  of  $151,079  for the nine months ended October 31, 2000.

     Management  believes that the Company will be able to satisfy its operating
cash  requirements  for  at least the next 12 months from existing cash balances
and  anticipated  cash  flows.  The Company initiated various programs in fiscal
year  2002  aimed  at  building  cash  liquidity  to  fund  possible  effects of
seasonality  of  sports  betting,  timing of system sales, viability of wagering
locations,  and the possible effects of the proposed legislation to ban wagering
on  amateur  athletic events. However, the Company takes certain financial risks
on  the  outcome  of  various  sporting  events,  and,  although these risks are
managed,  there  is  no  assurance  that  the outcome will be favorable and that
sufficient  cash  flow  can be generated to sustain operations during periods of
lower  activity.  In  addition, the Company has negative cash flow exposures due
to  potential  litigation  judgments  (chiefly Racusin and Imagineering Systems,
Inc.;  see  "Legal  Proceedings");  loss  of  the appeal on Imagineering and the
District Court determination on Racusin could have a significant negative impact
on  the  Company's  existing  cash  balances  and  anticipated  cash  flows.

     Additionally,  the  Superbowl, normally played the last week of January was
rescheduled  to  February 3, 2002.  The Superbowl is the largest sports wagering
event  for  the Company.  Since the Company's fiscal year end is January 31, the
revenues  for  Superbowl  2002 will be included in the next fiscal year.  Fiscal
year  ending January 31, 2003, will include two Superbowl events and fiscal year
ended  2001  will  not  include  a  Superbowl  event.

                                       11
<PAGE>

     The Company cannot predict the effect on the national and local economy, or
the  effect  on  Superbowl  wagering  in  particular, of the September 11, 2001,
terrorist  attacks for fiscal years ending January 31, 2002 or January 31, 2003.

Forward-Looking  Statements

     Certain information included in this report and other materials filed or to
be  filed by the Company with the Securities and Exchange Commission (as well as
information included in oral statements or written statements made or to be made
by  the Company) contains statements that are forward looking within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities  Exchange  Act of 1934.  Such statements include information relating
to  current  expansion  projects,  plans for future expansion projects and other
business  development  activities  as  well as other capital spending, financing
sources  and  the  effects of regulations (including gaming and tax regulations)
viability  of  wagering  locations  and  competition.  Such  forward-looking
information  involves important risks and uncertainties that could significantly
affect  anticipated  results  in  the  future and, accordingly, such results may
differ  from  those  expressed  in  any forward-looking statements made by or on
behalf  of  the  Company.  These  risks  and  uncertainties include, but are not
limited  to, those relating to the Company taking financial risks on the outcome
of  sports events as a principal betting against its patrons, domestic or global
economic  conditions, changes in federal or state tax laws or the administration
of  such laws, changes in gaming laws or regulations (including the legalization
of  gaming in certain jurisdictions) and applications for licenses and approvals
under  applicable  laws and regulations (including gaming laws and regulations).

                                       12
<PAGE>

                            PART II OTHER INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS

Racusin

      On  August  23,  1995, Leroy's filed a complaint for Declaratory Relief in
the  District  Court  of Clark County, Nevada, requesting that the court declare
that  2 written agreements between Leroy's and Michael Racusin, dba M. Racusin &
Company ("Racusin"), were vague, ambiguous and unenforceable contracts.  Racusin
had  introduced  certain  underwriters, including Equity Securities Trading Co.,
Inc.  (one  of  the  underwriters  of  the Company's initial public offering) to
Leroy's  and  provided  Leroy's  certain  advisory  services  for  a  fee.

     In  February  2000,  a jury verdict was rendered.  The jury found that: (i)
Leroy's  breached  its  contract with Racusin;  (ii) as a result of that breach,
Racusin  was entitled to receive stock in Leroy's in the amount equal to 4.5% of
$45,000,000  plus  $150,000  in  cash; and (iii) the Company is the alter ego of
Leroy's.

On  July  12,  2000,  the  court  entered  a  judgment  as  follows:

1.     Racusin  should  receive  $150,000 plus interest for a total of $170,251.
This sum shall be set off against the $756,340 previously paid to Racusin by the
Company  on  September 5, 1997.  ($756,340 paid by the Company less the judgment
of  $170,251  leaves  a  remaining  credit  to  the  Company  of  $586,089)

2.     Racusin  should  receive  239,819  shares of common stock in the Company.
This number of shares was calculated as:  4.5% of $45,000,000 equals $2,025,000;
this  amount  divided  by $6.00 per share equals a total of 337,500 shares.  The
337,500 shares are reduced by 97,681 shares, which the Company is entitled to as
a set-off for the $586,089 previously paid to Racusin ($586,089 divided by $6.00
per share equals 97,681 shares).  Racusin shall receive pre-judgment interest on
the  239,819  shares.

3.     Racusin  should  recover  his  costs  of  the  suit.

     Racusin  filed an appeal of the District Courts' decision to enter judgment
asserting  that  the  proper remedy is:  (1) An all cash award; and (2) The cash
award should be based on the value of the stock on the day the IPO was completed
($9.00  per share times 337,500 shares for $3,037,500) and not the value used by
the  District  Court  ($6.00  per  share  times  337,500  shares for $2,025,000)

     The  Company filed a cross-appeal which challenges the jury's determination
that  the  Company is the alter-ego of Leroy's; asserts the District Court erred
by  not including interest on $586,089 previously paid by the Company to Racusin
in  the  set-off;  and  asserts the exclusion of testimony that Racusin received
$756,340  in  September  of  1997  constitutes  prejudicial  error.

     The  matter  was heard by the 9th Circuit Court of Appeals on September 11,
2001.  On November 1, 2001, the 9th Circuit Court of Appeals rendered a decision
as  follows:  (1)  The Company is the alter-ego of Leroy's; (2) The exclusion of
testimony  regarding payment of $756,340 to Racusin in September of 1997 did not
constitute  prejudicial  error;  (3)  The District Court erred by not allowing a
set-off  for  accrued  interest  on  amounts  previously  paid  by  the  Company
($586,089);  and  (4)  The  District  Court  erred by giving a stock-based award
rather  than  a  cash-based  award as the stock-based award constitutes specific
performance.

     Pursuant  to the decision of the 9th Circuit Court of Appeals, the case has
been  remanded  back  to  the  District  Court  for a determination of Racusin's
interest  in  monetary  terms  rather  than  in stock terms. In other words, the
District  Court  must  calculate the monetary value that Racusin would have been
able  to  recoup  from  his  337,500  shares.  This finding is dependent on when
Racusin  could  have begun selling his shares (considering "relevant securities"
rules),  as  well  as  how many shares he likely would have been able to sell at
what times, given his large block of stock in a small-capitalization company. In
addition,  when  the District Court enters the new cash damages award on remand,
it  may  appropriately  credit  the Company for interest on the $586,089 paid to
Racusin  in  September  of  1997.

                                       13
<PAGE>

     The  District  Court  has not advised the Company as to the filing timeline
for  additional  documents  and/or when the matter may be heard.  The Company is
not  able  to  fully  determine  the economic impact of the 9th Circuit Court of
Appeals  decision at this time.  The Company has issued 239,819 shares of Common
Stock  (held  by  the  Court) and has accrued approximately $329,000 in interest
awarded  in  the  judgment.

Imagineering  Systems,  Inc.

     On  October  21,  1998,  Imagineering  Systems,  Inc. ("ISI") filed a civil
complaint  against  the Company claiming, among other things, breach of contract
and  implied  covenant  of good faith and fair dealing.  On November 8, 1998 the
Company  brought  an  action  to  recover  on  loans  it  made  to  ISI.

     On  October  2,  2000,  the Company's "Notice for Summary Judgment" for the
claim  of  relief  for  breach  of Promissory Note was granted.  The Company was
awarded  $76,583  plus interest.  The execution of the judgment was stayed until
the  outcome  of  the  ISI  civil  complaint  is  known.

     On October 17, 2000, a trial by jury was held and, on October 30, 2000, the
jury  rendered a verdict in favor of ISI in the amount of $397,500 plus interest
for  breach  of  contract  and  $1,000,000  plus  interest for breach of implied
covenant  of  good  faith  and  fair  dealing.

     The  Company  immediately  brought a post-trial motion asking the court to:
(1)  Disregard the jury verdict; (2) Order a new trial; or (3) Reduce the amount
of  the  judgment.  On February 1, 2001, the Court filed its decision which: (a)
Refused  to  set  aside  the  jury's award of $397,000 on the breach of contract
claim;  and (b) Granted a new trial on the issue of damages awarded on the claim
for  breach  of the covenant of good faith and fair dealing unless ISI agreed to
reduce  the judgment for $1,000,000 to $500,000, which they did.  As a result of
the Court's decision and ISI's actions, the award to ISI was effectively reduced
from  $1,397,500  plus  interest  to  $897,500  plus  interest.

     The  Company  has  appealed  the  Court's  decision  based upon a number of
factors including, but not limited to:  (1) The award for damages on both breach
of  contract  and implied covenant of good faith and fair dealing is contrary to
Nevada contract law; (2) The award of damages for the breach of implied covenant
of good faith and fair dealing constitutes specific performance; and (3) ISI did
not  provide sufficient evidence at trial for the award of damages for breach of
contract.

     During  August,  2001  and  October,  2001,  the  Company  participated  in
court-ordered  settlement  discussions  with  ISI;  during  the  course of these
discussions,  the  Company  and  ISI were not able to reach a mutually agreeable
settlement.  Accordingly,  the  Supreme  Court  of the State of Nevada issued an
"Order  Reinstating  Briefing" on October 19, 2001.  Pursuant to this order, the
Company  must  file  and serve its opening brief and appendix within one hundred
(100)  days  from  the  date  of  the order.  The Company believes it will fully
comply  with  the  filing  timeline  established  by  the  court.

     Based  upon  the  advice  of counsel, the Company has accrued $233,000 plus
interest  (net  of  $76,503  plus  interest)  with  respect  to this litigation.

Internet  Operations  Investigation

     On December 16, 1999, the Nevada State Gaming Control Board ("Board") filed
a  complaint  for  disciplinary action against the Company, referred to as State
Gaming  Control  Board  v.  American  Wagering,  Inc., dba Mega$ports (ACT) (the
"complaint"),  related  to  the  operation of Mega$ports Pty, Ltd., ("Mega$ports
(ACT)").  The  complaint  contains  13 separate counts against the Company.  The
complaint  alleges  the  Company, as a company registered with the Nevada Gaming
Commission,  engaged  in  an unsuitable method of operation due to the fact that
Mega$ports  (ACT)  accepted  a series of wagers from a patron who was physically
located in Las Vegas, Nevada.   The Board further alleged that the acceptance of
these wagers was a violation of both federal and Nevada State laws that prohibit
Internet  sports  wagering.

     On July 27, 2000, the Nevada Gaming Commission approved a settlement of the
complaint.  Without  admitting or denying the allegations, the Company agreed to
pay  a  fine of $10,000 and to divest itself of any and all interests and rights
pertaining  to  Mega$ports  (ACT).  Pursuant to the terms of the settlement, the
divestiture  was  to

                                       14
<PAGE>


be  completed  by January 27, 2001 subject to the Company's right to request not
more  than  three  60-day  extension  periods  to  complete  the  divestiture.

     On July 26, 2001, having exhausted all 60-day extensions, the Nevada Gaming
Commission granted the Company an additional six months (until January 25, 2002)
to complete the divestiture.  Currently, the Company is continuing to search for
a  qualified  buyer  for  the  Mega$ports  (ACT)  operation.

Willow  International  Ventures  Corporation

     On  October  9,  2001, Willow International Ventures Corporation ("Willow")
filed  a  civil complaint against the Company claiming, among other things:  (1)
The Company's federally trademarked name "Mega$ports" (used in the United States
and  Australia)  is  invalid;  (2)  Willow's  ownership  of  the Internet domain
"www.megasports.com";  (3)  Public  confusion regarding the similarity of names;
(4) Unfair competitive practices by the Company; (5) False and misleading use of
the  trademark  "Mega$ports"  by the Company; (6) Violation of the Lanham Act by
the  Company;  and  (7)  Damages  in  excess  of $75,000 (the exact amount to be
determined at trial).  The complaint required a response from the Company within
twenty  (20)  days after service of the summons upon the Company (which occurred
on  October  11,  2001).  On  October 26, 2001, the Company and Willow agreed to
extend  this  deadline  to  November  20,  2001.

     On November 20, 2001, the Company filed an "Answer and Counterclaim" to the
civil complaint brought by Willow.  Among other things, the Company:  (1) Denies
unfair  competitive  practices;  (2)  Denies  violations  of the Lanham Act; (3)
Denies  that  the  use of the trademark "Mega$ports" by the Company is false and
misleading;  (4) Asserts legal and lawful ownership of the federally trademarked
name  "Mega$ports";  (5)  Asserts  that  Willow's  use  of  the  Internet domain
"www.megasports.com"  infringes  on  and  dilutes  the Company's distinctive and
Federally  registered trademark; (6) Seeks injunctive relief and the recovery of
actual  and  treble  damages,  Willow's profits, costs, attorneys' fees and such
other  relief  as  is  more  fully  set  forth in the "Answer and Counterclaim".

     The  Court  has  not  notified  the  Company  as  to the filing timeline of
additional  documents  and/or  when the matter may be heard.  The Company is not
able  to  determine  the  economic impact of this civil action at this time.  An
adverse  decision  by  the  Court,  however,  could  reduce  the  value  of  the
"Mega$ports"  United  States  trademark  which  is carried as an asset valued at
$252,531  on  the  Company's  balance  sheet.

Other

     The  Company or any subsidiary is not a party to any other material pending
legal  proceeding,  nor, to the Company's knowledge, is any other material legal
proceeding  threatened  against  it  or  any  of  its subsidiaries.  The Company
maintains  insurance  coverage,  including  property,  workers  compensation and
general  liability  insurance  which  it  considers adequate for the size of the
Company and the nature of its business.  Management does not believe the outcome
of  the  above-described  proceedings will have a material adverse effect on the
Company's  financial  position  or  results  of  operations.

                                       15

<PAGE>

ITEM  2.     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

          None

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES

          None

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

On  November  28, 2001 the Company held its Annual Meeting of Stockholders.  The
matters voted upon at the meeting were the election of directors and approval of
the  2001  Stock  Option  Plan.  The  total  number  of  shares  of common stock
outstanding  at  the  record  date,  October 2, 2001, was 8,137,765 shares.  The
number  of  votes  represented at this meeting were 7,516,922.  1,447,600 shares
were  represented  in  person  and  6,069,322  shares were represented in proxy.

At  the  meeting,  the Stockholders were asked to elect five directors with each
director to serve until the next annual meeting of the Stockholders or until the
election  and  qualification of a respective successor.  All of the nominees for
director  recommended  by the Board of Directors were elected and the results of
the  voting  were  as  follows:

Name                  Votes  For        Votes  Withheld      Abstentions
----               -------------     ------------------   --------------
Victor J. Salerno      7,298,687            218,235            None
Timothy  F.  Lockinger 7,298,687            218,235            None
W.  Larry  Swecker     7,298,687            218,235            None
Judy  Salerno          7,298,687            218,235            None
Robert  D. Ciunci      7,298,687            218,235            None

At  the meeting, the Stockholders were asked to approve the Company's 2001 Stock
Option Plan.  The Plan was approved as recommended by the Board of Directors and
the  results  of  the  voting  were  as  follows:

                      Votes  For         Votes  Against      Abstentions
                   -------------     ------------------   --------------
Stock  Option  Plan    5,682,133*           384,339            2,580

*  =  The  total  number of "Votes For" the stock option plan includes 3,201,665
shares in which a vote was not cast on this issue.  Pursuant to the terms of the
Notice  of Annual Meeting and Proxy Statement, an unvoted share on this issue is
considered  a  vote  "for"  the  plan.

ITEM  5.     OTHER  INFORMATION

          None

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits:  10.1  American  Wagering,  Inc.  2001  Stock  Option Plan (1)

(b)     Reports  on  Form  8-K:  None

(1)  Incorporated  into  this  Form  10-QSB  by  reference  to  the Registrant's
previous filing of this Exhibit in its Schedule 14A filed with the Commission on
October  16,  2001.


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<PAGE>

Signature

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned,  thereunto  duly  authorized.

AMERICAN  WAGERING,  INC.

Dated  December  14,  2001


By:  /s/  Timothy  F.  Lockinger
     ---------------------------
       Timothy  F.  Lockinger

       Chief  Financial  Officer,  Secretary  and  Treasurer
       (Principle  Accounting  Officer)

                                       17