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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------

                                   FORM 10-K/A
                    FOR ANNUAL REPORT AND TRANSITION REPORTS
                    PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

(MARK ONE)

  /X/    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                    FOR THE FISCAL YEAR ENDED JUNE 30, 1999
                                       OR

  / /    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

        FOR THE TRANSITION PERIOD FROM ______________ TO ______________

                         COMMISSION FILE NUMBER 0-23124
                            ------------------------

                                 ANCHOR GAMING
             (Exact name of Registrant as specified in its charter)

                   NEVADA                              88-0304253
      (State or other jurisdiction of        (I.R.S. Employer Identification
       incorporation or organization)                     No.)

                            815 PILOT ROAD, SUITE G
                            LAS VEGAS, NEVADA 89119
                    (Address of principal executive offices)

                 REGISTRANT'S TELEPHONE NUMBER: (702) 896-7568

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                                          NAME OF EACH EXCHANGE ON WHICH
        TITLE OF EACH CLASS                         REGISTERED
-----------------------------------  ----------------------------------------
   COMMON STOCK, $.01 PAR VALUE         THE NASDAQ STOCK MARKET'S NATIONAL
                                                      MARKET

                            ------------------------

    Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes /X/  No / /

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K:  / /

    The aggregate market value of the Registrant's voting stock held by
non-affiliates of the Registrant at September 23, 1999 based on the $49.625 per
share closing price for the Company's common stock on the Nasdaq National Market
was approximately $593,197,747.

    The number of shares of the Registrant's Common Stock outstanding as of
December 30, 1999 was 11,991,207.

                      DOCUMENTS INCORPORATED BY REFERENCE

    Portions of the Registrant's definitive Proxy Statement for its Annual
Meeting of Stockholders to be held on or about November 22, 1999 (to be filed)
are incorporated by reference into Part III of this Form 10-K.

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<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBITS
-----------
<C>          <S>
      2.1    Reorganization Agreement (the "Reorganization Agreement") among Anchor Gaming, Anchor Coin, D D Stud,
             Inc., C. G. Investments, Inc., Colorado Grande Enterprises, Inc., New AC, New DD, New CG, and certain
             stockholders of such corporations. (Incorporated by reference to Exhibit 2.1 to the Company's
             Registration Statement on Form S-1 (Registration No. 33-71870)).

      2.2    Amendment No. 1 to the Reorganization Agreement, dated as of January 25, 1993. (Incorporated by
             reference to Exhibit 2.2 to the Company's Registration Statement on Form S-1 (Registration No.
             33-71870)).

      2.3    Purchase Agreement (Global Gaming Products, L.L.C.) between Stanley E. Fulton, William Randall Adams,
             Global Products, Inc., Michael S. Stone, Thomas J. Matthews, James R. Purdy, and Anchor Gaming, dated as
             of December 22, 1993. (Incorporated by reference to Exhibit 2.3 to the Company's Registration Statement
             on Form S-1 (Registration No. 33-71870)).

      2.4    Purchase Agreement (Global Gaming Distributors, Inc.) between Global Gaming Distributors, Michael S.
             Stone, Thomas J. Matthews, James R. Purdy, and Anchor Gaming, dated as of December 22, 1993.
             (Incorporated by reference to Exhibit 2.4 to the Company's Registration Statement on Form S-1
             (Registration No. 33-71870)).

      2.5    Agreement and Plan of Merger dated as of March 9, 1999 among Anchor Gaming, Olive AP Acquisition
             Corporation and Powerhouse Technologies, Inc. (Incorporated by reference to Exhibit 2.1 of the Company's
             Current Report on Form 8-K dated March 12, 1999.)

      2.6    Amendment No. 1 to Merger Agreement dated as of March 19, 1999 among Anchor Gaming, Olive AP Acquisition
             Corporate and Powerhouse Technologies, Inc. (Incorporated by reference to Exhibit 2.2 of the Company's
             Current Report on Form 8-K dated July 14, 1999.)

      3.1    Restated Articles of Incorporation of Anchor Gaming. (Incorporated by reference to Exhibit 3.1 to the
             Company's Registration Statement on Form S-1 (Registration No. 33-71870)).

      3.2    Restated Bylaws of Anchor Gaming. (Incorporated by reference to Exhibit 3.2 to the Company's
             Registration Statement on Form S-1 (Registration No. 33-71870)).

      4.1    Specimen of Common Stock Certificate. (Incorporated by reference to Exhibit 4.1 to the Company's
             Registration Statement on Form S-1 (Registration No. 33-71870)).

      4.2    Rights Agreement between the Company and the Rights Agent. (Incorporated by reference to Exhibit 4.2 to
             the Company's June 30, 1998 Annual Report on Form 10-K (File No. 0-23124)).

      4.3    Certificate of Designation, Preferences, and Rights of Series A Junior Participating Preferred Stock.
             (Incorporated by reference to Exhibit 4.3 to the Company's June 30, 1998 Annual Report on Form 10-K
             (File No. 0-23124)).

      9.1    Irrevocable Proxy of Elizabeth F. Jones in favor of Stanley E. Fulton. (Incorporated by reference to
             Exhibit 9.1 to the Company's June 30, 1994 Annual Report on Form 10-K (File No. 0-23124)).

      9.2    Irrevocable Proxy of Lucinda F. Tischer in favor of Stanley E. Fulton. (Incorporated by reference to
             Exhibit 9.2 to the Company's June 30, 1994 Annual Report on Form 10-K (File No. 0-23124)).

      9.3    Irrevocable Proxy of Stanley M. Fulton in favor of Stanley E. Fulton. (Incorporated by reference to
             Exhibit 9.3 to the Company's June 30, 1994 Annual Report on Form 10-K (File No. 0-23124)).

      9.4    Irrevocable Proxy of Deborah J. Fulton in favor of Stanley E. Fulton. (Incorporated by reference to
             Exhibit 9.4 to the Company's June 30, 1996 Annual Report on Form 10-K (File No. 0-23124))
</TABLE>


                                        2

<PAGE>
<TABLE>
<CAPTION>
EXHIBITS
-----------
<C>          <S>
      9.5    Irrevocable Proxy of Elizabeth F. Jones in favor of Stanley E. Fulton. (Incorporated by reference to
             Exhibit 9.5 to the Company's June 30, 1996 Annual Report on Form 10-K (File No. 0-23124)).

      9.6    Irrevocable Proxy of Stanley M. Fulton in favor of Stanley E. Fulton. (Incorporated by reference to
             Exhibit 9.6 to the Company's June 30, 1996 Annual Report on Form 10-K (File No. 0-23124)).

      9.7    Irrevocable Proxy of Michael B. Fulton in favor of Stanley E. Fulton. (Incorporated by reference to
             Exhibit 9.7 to the Company's June 30, 1996 Annual Report on Form 10-K (File No. 0-23124)).

      9.8    Irrevocable Proxy of Lucinda F. Tischer in favor of Stanley E. Fulton. (Incorporated by reference to
             Exhibit 9.8 to the Company's June 30, 1996 Annual Report on Form 10-K (File No. 0-23124)).

      9.9    Irrevocable Proxy of Virginia L. Fulton in favor of Stanley E. Fulton. (Incorporated by reference to
             Exhibit 9.9 to the Company's June 30, 1996 Annual Report on Form 10-K (File No. 0-23124)).

      9.10   Irrevocable Proxy of Michael B. Fulton in favor of Stanley E. Fulton dated January 19, 1999.

      9.11   Irrevocable Proxy of Stanley M. Fulton in favor of Stanley E. Fulton dated January 19, 1999.

      9.12   Irrevocable Proxy of Elizabeth F. Jones in favor of Stanley E. Fulton dated January 19, 1999.

      9.13   Irrevocable Proxy of Lucinda F. Tischer in favor of Stanley E. Fulton dated January 19, 1999.

      9.14   Irrevocable Proxy of Deborah J. Fulton in favor of Stanley E. Fulton dated January 19, 1999.

      9.15   Irrevocable Proxy of Maryland Park Apartments, Inc. in favor of Stanley E. Fulton dated January 22,
             1999.

      9.16   Irrevocable Proxy of Virginia L. Fulton in favor of Stanley E. Fulton January 19, 1999.

     10.1    Settlement Agreement between Anchor Gaming, Stanley E. Fulton, and Michael B. Fulton, dated as of
             December 22, 1993. (Incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on
             Form S-1 (Registration No. 33-71870)).

     10.2    Commercial Note of Pelican Gaming, Inc. to Anchor Coin dated March 15, 1995. (Incorporated by reference
             to Exhibit 10.1 to the Company's March 31, 1994 Quarterly Report on Form 10-Q (File No. 0-23124)).

     10.3    Promissory Notes of Anchor Coin, D D Stud, Inc., and C. G. Investments, Inc. to Stanley E. Fulton.
             (Incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-1
             (Registration No. 33-71870)).

     10.4    Loan Agreement of Pelican Gaming, Inc. to Anchor Coin dated as of March 15, 1994. (Incorporated by
             reference to Exhibit 10.2 to the Company's March 31, 1994 Quarterly Report on Form 10-Q (File No.
             0-23124)).

     10.5    Promissory Note of Colorado Grande Enterprises, Inc. to C.G. Investments, Inc. (Incorporated by
             reference to Exhibit 10.5 to the Company's Registration Statement on Form S-1 (Registration No.
             33-71870)).

     10.6    Promissory Notes of Anchor Coin to Michael B. Fulton, Stanley M. Fulton, Elizabeth Fulton Jones, Lucinda
             Fulton Tischer, Virginia L. Fulton, and Deborah J. Fulton. (Incorporated by reference to Exhibit 10.6 to
             the Company's Registration Statement on Form S-1 (Registration No. 33-71870)).

     10.7    Promissory Note of Anchor Coin to Elizabeth Fulton and related Stock Option Agreement. (Incorporated by
             reference to Exhibit 10.7 to the Company's Registration Statement on Form S-1 (Registration No.
             33-71870)).
</TABLE>


                                        3

<PAGE>
<TABLE>
<CAPTION>
EXHIBITS
-----------
<C>          <S>
     10.8    Loan Agreement between Bank of America Nevada and Anchor Coin, dated as of June 13, 1994. (Incorporated
             by reference to Exhibit 10.6 to the Company's June 30, 1994 Annual Report on Form 10-K (File No.
             0-23124)).

     10.9    Lease and Sublease Agreement between Smith's Food & Drug Centers, Inc. and Anchor Coin, dated July 28,
             1993. (Confidential Treatment for a portion of this document was requested and granted pursuant to Rule
             406 under the Securities Act). (Incorporated by reference to Exhibit 10.10 to the Company's Registration
             Statement on Form S-1 (Registration No. 33-71870)).

     10.10   Employment Agreement between Anchor Gaming and Stanley E. Fulton. (Incorporated by reference to Exhibit
             10.10 to the Company's June 30, 1994 Annual Report on Form 10-K (File No. 0-23124)).

     10.11   Employment Agreement between Anchor Gaming and Michael S. Stone. (Incorporated by reference to Exhibit
             10.11 to the Company's June 30, 1994 Annual Report on Form 10-K (File No. 0-23124)).

     10.12   Employment Agreement between Anchor Gaming and Thomas J. Matthews. (Incorporated by reference to Exhibit
             10.12 to the Company's June 30, 1994 Annual Report on Form 10-K (File No. 0-23124)).

     10.13   Employment Agreement between Anchor Gaming and Joseph Murphy. (Incorporated by reference to Exhibit
             10.13 to the Company's June 30, 1994 Annual Report on Form 10-K (File No. 0-23124)).

     10.14   Employment Agreement between Anchor Gaming and William Randall Adams. (Incorporated by reference to
             Exhibit 10.16 to the Company's June 30, 1994 Annual Report on Form 10-K (File No. 0-23124)).

     10.15   Option Agreement between Thomas J. Matthews and Anchor Gaming. (Incorporated by reference to Exhibit
             10.19 to the Company's June 30, 1994 Annual Report on Form 10-K (File No. 0-23124)).

     10.16   Option Agreement between Joseph Murphy and Anchor Gaming. (Incorporated by reference to Exhibit 10.20 to
             the Company's June 30, 1994 Annual Report on Form 10-K (File No. 0-23124)).

     10.17   Option Agreement between William Randall Adams and Anchor Gaming. (Incorporated by reference to Exhibit
             10.21 to the Company's June 30, 1994 Annual Report on Form 10-K (File No. 0-23124)).

     10.18   Option Agreement between Anchor Gaming and Geoffrey A. Sage. (Incorporated by reference to Exhibit 10.25
             to the Company's June 30, 1994 Annual Report on Form 10-K (File No. 0-23124)).

     10.19   Option Agreement between the Company and Stuart D. Beath. (Incorporated by reference to Exhibit 10.26 to
             the Company's June 30, 1994 Annual Report on Form 10-K (File No. 0-23124)).

     10.20   Option Agreement between the Company and Garret A. Scholz. (Incorporated by reference to Exhibit 10.27
             to the Company's June 30, 1994 Annual Report on Form 10-K (File No. 0-23124)).

     10.21   Form of Stock Option Agreement between the Company and Glen J. Hettinger. (Incorporated by reference to
             Exhibit 10.28 to the Company's June 30, 1996 Annual Report on Form 10-K (File No. 000-23124)).

     10.22   Form of Indemnification Agreement between the Company and Officers and Directors. (Incorporated by
             reference to Exhibit 10.28 to the Company's June 30, 1994 Annual Report on Form 10-K (File No.
             0-23124)).
</TABLE>


                                       4

<PAGE>

<TABLE>
<CAPTION>
EXHIBITS
-----------
<C>          <S>
     10.23   Indemnification Agreement between the Company and Glen J. Hettinger. (Incorporated by reference to
             Exhibit 10.30 to the Company's June 30, 1998 Annual Report on Form 10-K (File No. 0-23124)).

     10.24   Tax Indemnification Agreement between Stanley E. Fulton, Anchor Gaming and its subsidiaries.
             (Incorporated by reference to Exhibit 10.29 to the Company's June 30, 1994 Annual Report on Form 10-K
             (File No. 0-23124)).

     10.25   Option Agreement between the Company and Elizabeth Fulton. (Incorporated by reference to Exhibit 10.30
             to the Company's June 30, 1994 Annual Report on Form 10-K (File No. 0-23124)).

     10.26   Option Agreement between the Company and Michael D. Rumbolz. (Incorporated by reference to Exhibit 10.31
             to the Company's June 30, 1995 Annual Report on Form 10-K (File No. 0-23124)).

     10.27   Employment Agreement between the Company and Michael D. Rumbolz. (Incorporated by reference to Exhibit
             10.31 to the Company's June 30, 1995 Annual Report on Form 10-K (File No. 0-23124)).

     10.28   Anchor Gaming 1995 Employee Stock Option Plan. (Incorporated by reference to Exhibit 10.31 to the
             Company's June 30, 1995 Annual Report on Form 10-K (File No. 0-23124)).

     10.29   Addendum Agreement to amend the Employment and Stock Option Agreements between the Company and Salvatore
             T. DiMascio. (Incorporated by reference to Exhibit 10.34 to the Company's June 30, 1996 Annual Report on
             Form 10-K (File No. 0-23124)).

     10.30   Joint Venture Agreement, dated as of December 3, 1996 by and between Anchor Games, a d/b/a/ of Anchor
             Coin, a Nevada corporation and Subsidiary of the Company, and IGT (File No. 000-23124)). (Incorporated
             by reference to Exhibit 10.37 to the Company's June 30, 1997 Annual Report on Form 10-K (File No.
             0-23124)).

     10.31   Stock Option Agreement of William Adams dated April 2, 1997. (Incorporated by reference to Exhibit 4.1
             to the Company's Registration Statement on Form S-8 (File No. 333-53257)).

     10.32   Stock Option Agreement of Thomas J. Matthews dated April 2, 1997. (Incorporated by reference to Exhibit
             4.2 to the Company's Registration Statement on Form S-8 (File No. 333-53257)).

     10.33   Stock Option Agreement of Joseph Murphy dated April 2, 1997. (Incorporated by reference to Exhibit 4.3
             to the Company's Registration Statement on Form S-8 (File No. 333-53257)).

     10.34   Consulting Agreement by and between Anchor Gaming, a Nevada corporation and Richard M. Haddrill dated as
             of April 13, 1999.

     10.35   Loan Agreement, dated as of June 29, 1999 among Anchor Gaming as borrower, the lenders therein named,
             and Bank of America National Trust and Savings Association as administrative agent.

     10.36   Form of Stock Option Agreement.

     21.1    List of Subsidiary Corporations.

     27.1    Financial Data Schedule.

     99.1*   Financial statements of Spin for Cash Joint Venture and Master
             License Agreement for the years ended September 30, 1999, 1998
             and 1997.
</TABLE>

------------------------

*   Filed herewith


                                       5

<PAGE>
                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Anchor Gaming has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

<TABLE>
<S>                             <C>  <C>
                                ANCHOR GAMING

                                By:            /s/ MICHAEL D. RUMBOLZ
                                     -----------------------------------------
                                                 Michael D. Rumbolz
                                       PRESIDENT AND CHIEF EXECUTIVE OFFICER

                                By:             /s/ GEOFFREY A. SAGE
                                     -----------------------------------------
                                                  Geoffrey A. Sage
                                              CHIEF FINANCIAL OFFICER
Date: December 30, 1999
</TABLE>

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
             NAME                         TITLE                    DATE
------------------------------  --------------------------  -------------------

<C>                             <S>                         <C>
     /s/ STUART D. BEATH
------------------------------  Director                    December 30, 1999
       Stuart D. Beath

     /s/ RICHARD R. BURT
------------------------------  Director                    December 30, 1999
       Richard R. Burt

    /s/ MICHAEL B. FULTON
------------------------------  Director                    December 30, 1999
      Michael B. Fulton

    /s/ STANLEY E. FULTON
------------------------------  Director                    December 30, 1999
      Stanley E. Fulton

    /s/ GLEN J. HETTINGER
------------------------------  Director                    December 30, 1999
      Glen J. Hettinger
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
             NAME                         TITLE                    DATE
------------------------------  --------------------------  -------------------

<C>                             <S>                         <C>
    /s/ ELIZABETH F. JONES
------------------------------  Director                    December 30, 1999
      Elizabeth F. Jones

    /s/ MICHAEL D. RUMBOLZ
------------------------------  Director                    December 30, 1999
      Michael D. Rumbolz
</TABLE>