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                                                                EXHIBIT 10.39

                                      NOTE

$35,000,000
                                                               October 17, 2000
                                                              Las Vegas, Nevada

     FOR VALUE RECEIVED, the undersigned promises to pay to the order of
BANKERS TRUST COMPANY (the "Lender"), the principal amount of THIRTY-FIVE
MILLION AND NO/100 DOLLARS ($35,000,000) or such lesser aggregate amount of
Advances as may be made by the Lender as part of the Loans pursuant to the
Loan Agreement referred to below, together with interest on the principal
amount of each Advance made hereunder as part of the Loans and remaining
unpaid from time to time from the date of each such Advance until the date of
payment in full, payable as hereinafter set forth.

     Reference is made to the Loan Agreement dated as of June 29, 1999, by
and among the undersigned, as Borrower, the Lenders therein named, the
Documentation Agents therein named, and Bank of America, N.A. (formerly known
as Bank of America National Trust and Savings Association), as Administrative
Agent for the benefit of the Lenders (as such agreement may from time to time
be amended, extended, renewed, supplemented or otherwise modified, the "Loan
Agreement"). Terms defined in the Loan Agreement and not otherwise defined
herein are used herein with the meanings defined for those terms in the Loan
Agreement. This is one of the Notes referred to in the Loan Agreement, and
any holder hereof is entitled to all of the rights, remedies, benefits and
privileges provided for in the Loan Agreement as originally executed or as
it may from time to time be supplemented, modified or amended. The Loan
Agreement, among other things, contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events upon the terms
and conditions therein specified.

     The principal indebtedness evidenced by this Note shall be payable as
provided in the Loan Agreement and in any event on the Maturity Date, and
without set off, counterclaim or reduction of any kind.

     Interest shall be payable on the outstanding daily unpaid principal
amount of Advances from the date of each such Advance until payment in full
and shall accrue and be payable at the rates and on the dates set forth in
the Loan Agreement both before and after default and before and after
maturity and judgment, with interest on overdue principal and interest to bear
interest at the rate set forth in Section 3.9 of the Loan Agreement, to the
fullest extent permitted by applicable Law.

     Each payment hereunder shall be made to the Administrative Agent at the
Administrative Agent's Office for the account of the Lender in immediately
available funds not later than 11:00 a.m., California local time, on the day
of payment (which must be a Business Day). All payment received after 11:00
a.m., California local time, on any particular Business Day shall be deemed
received on the next succeeding Business Day. All payments shall be made in
lawful money of the United States of America.


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     The Lender shall use its best efforts to keep a record of Advances made
by it as part of Loans and payments received by it with respect to this Note,
and such record shall, subject to Section 10.6(g) of the Loan Agreement, be
presumptive evidence of the amounts owing under this Note.

     The undersigned hereby promises to pay all costs and expenses of any
rightful holder hereof incurred in collecting the undersigned's obligations
hereunder or in enforcing or attempting to enforce any of such holder's
rights hereunder, including reasonable attorneys' fees and disbursements,
whether or not an action is filed in connection therewith.

     The undersigned hereby waives presentment, demand for payment, dishonor,
notice of dishonor, protest, notice of protest and any other notice or
formality, to the fullest extent permitted by applicable Laws.

     This Note shall be delivered to and accepted by the Lender in the State
of Nevada, and shall be governed by, and construed and enforced in accordance
with, the local Laws thereof.


                                       ANCHOR GAMING,
                                       a Nevada corporation

                                       By:_____________________________

                                       Title:__________________________















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                      SCHEDULE OF COMMITTED ADVANCES AND
                            PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>

Date      Amount      Interest      Amount of      Unpaid      Notation
        of Advance     Period       Principal     Principal     Made by
                                      Paid         Balance
<S>     <C>           <C>           <C>           <C>          <C>

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</TABLE>


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