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                          SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C. 20549

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                                     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, 1998
                                        OR
 o 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

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                                    ANCHOR GAMING

                (Exact name of Registrant as specified in its charter)

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

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

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

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

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


          TITLE OF EACH CLASS         NAME OF EACH EXCHANGE ON WHICH REGISTERED

      COMMON STOCK, $.01 PAR VALUE    THE NASDAQ STOCK MARKET'S NATIONAL MARKET

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     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 o

     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 22, 1998 based on the $63.50 per
share closing price for the Company's common stock on the Nasdaq National Market
was approximately $538,733,238.

     The number of shares of the Registrant's Common Stock outstanding as of
September 22, 1998 was 12,423,532.

                         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 23, 1998 (to be filed)
are incorporated by reference into Part III of this Form 10-K.

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                                 INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBITS
--------
<S>       <C>
     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)).
     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))
     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)).
</TABLE>

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<TABLE>

<S>       <C>
    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)).
    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 James R. Purdy.
          (Incorporated by reference to Exhibit 10.14 to the Company's June 30,
          1994 Annual Report on Form 10-K (File No. 0-23124)).
   10.15  Employment Agreement between Anchor Gaming and Nick E. Greenwood.
          (Incorporated by reference to Exhibit 10.15 to the Company's June 30,
          1994 Annual Report on Form 10-K (File No. 0-23124)).
   10.16  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)).
   10.17  Employment Agreement between Anchor Gaming and Salvatore T. DiMascio.
          (Incorporated by reference to Exhibit 10.17 to the Company's June 30,
          1994 Annual Report on Form 10-K (File No. 0-23124)).
   10.18  Option Agreement between Michael S. Stone and Anchor Gaming.
          (Incorporated by reference to Exhibit 10.18 to the Company's June 30,
          1994 Annual Report on Form 10-K (File No. 0-23124)).
   10.19  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)).
   10.20  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)).
   10.21  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)).
</TABLE>
                                      3

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<TABLE>

<S>       <C>
   10.22  Option Agreement between Nick E. Greenwood and Anchor Gaming.
          (Incorporated by reference to Exhibit 10.22 to the Company's June 30,
          1994 Annual Report on Form 10-K (File No. 0-23124)).
   10.23  Option Agreement between James R. Purdy and Anchor Gaming.
          (Incorporated by reference to Exhibit 10.23 to the Company's June 30,
          1994 Annual Report on Form 10-K (File No. 0-23124)).
   10.24  Option Agreement between Salvatore T. DiMascio and Anchor Gaming.
          (Incorporated by reference to Exhibit 10.24 to the Company's June 30,
          1994 Annual Report on Form 10-K (File No. 0-23124)).
   10.25  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)).
   10.26  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)).
   10.27  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)).
   10.28  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)).
   10.29  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)).
   10.30  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)).
   10.31  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)).
   10.32  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)).
   10.33  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)).
   10.34  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)).
   10.35  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)).
   10.36  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)).
   10.37  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)).
   10.38  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)).
   10.39  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)).
   10.40  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)).
 * 99.10  Financial statements of Spin for Cash Joint Venture for the years
          ended September 30, 1998 and 1997.
</TABLE>
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*    Filed herewith
                                       4

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                                   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/ STANLEY E. FULTON
                                     -----------------------------------------
                                                 Stanley E. Fulton
                                     CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE
                                     OFFICER
 
                                By:             /s/ GEOFFREY A. SAGE
                                     -----------------------------------------
                                                  Geoffrey A. Sage
                                               CHIEF FINANCIAL OFFICER
</TABLE>
 
Date: December 23, 1998
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities indicated.
 
<TABLE>
<CAPTION>
             NAME                         TITLE                    DATE
------------------------------  --------------------------  -------------------
 
<C>                             <S>                         <C>
    /s/ STANLEY E. FULTON
------------------------------  Director                    December 23, 1998
      Stanley E. Fulton
 
     /s/ STUART D. BEATH
------------------------------  Director                    December 23, 1998
       Stuart D. Beath
 
    /s/ ELIZABETH F. JONES
------------------------------  Director                    December 23, 1998
      Elizabeth F. Jones
 
    /s/ GLEN J. HETTINGER
------------------------------  Director                    December 23, 1998
      Glen J. Hettinger
 
    /s/ MICHAEL B. FULTON
------------------------------  Director                    December 23, 1998
      Michael B. Fulton
 
    /s/ MICHAEL D. RUMBOLZ
------------------------------  Director                    December 23, 1998
      Michael D. Rumbolz
</TABLE>