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                                  EXHIBIT 9.12

                     Irrevocable Proxy of Elizabeth F. Jones



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                                January 19, 1999

Anchor Gaming
815 Pilot Road, Suite G
Las Vegas, NV 89119-3726

       Re: Irrevocable Proxy for Stock of Anchor Gaming

Ladies and Gentlemen:

         The proxy granted by this letter is being granted in connection with
the execution and delivery of similar proxies by other members of the Fulton
family and in reliance upon such action by such other members of the Fulton
family. The undersigned hereby revokes any previous proxies (including,
without limitation, any irrevocable proxy in favor of Stanley E. Fulton, to
which revocation Mr. Fulton does hereby consent) and irrevocably appoints
Stanley E. Fulton and his designees and each of them (the "PROXYHOLDER"),
effective as of the date of this letter as the proxy of the undersigned to
attend any and all meetings of stockholders of Anchor Gaming and any
adjournments or postponements of such meetings (collectively, a "MEETING"),
to vote for and in the name, place, and stead of the undersigned at any
Meeting all shares of Common Stock, par value $.01 per share (the "COMMON
SHARES"), beneficially owned directly or indirectly by the undersigned on the
date of this letter and any other shares of capital stock or other voting
security of Anchor Gaming, a Nevada corporation ("ANCHOR GAMING"), hereafter
beneficially owned, directly or indirectly, by the undersigned (collectively,
the "PROXY SHARES"), to execute written consents to corporate action with
respect to the Proxy Shares, and to represent and otherwise act for the
undersigned with the same force and effect as if the undersigned were
personally present at such Meeting or executing such consent with respect to
any matter. The undersigned agrees to inform the Proxyholder promptly of any
change in the number of Proxy Shares.

         The undersigned represents and warrants to the Proxyholder that (i)
the undersigned has all necessary power and authority to execute and deliver
this proxy; (ii) none of the Proxy Shares is subject to any voting trust or
any other agreement, arrangement, or understanding with respect to the voting
of such shares other than this proxy that is not effectively revoked by this
proxy; and (iii) the undersigned owns all of the Proxy Shares free and clear
of any lien, claim, charge, security interest, or other adverse claim
whatsoever. The undersigned and the Proxyholder agree that the undersigned
may offer and sell the Proxy Shares without restriction under this proxy, and
that upon such sale the sold Proxy Shares will be released from this proxy.
The undersigned further agrees that until such sale, the Proxy Shares will
bear an appropriate legend referring to this proxy.

         This proxy is coupled with an interest and is expressly made
irrevocable and will expire at 5:00 p.m., Las Vegas time, on December 31,
2000. The undersigned acknowledges that monetary damages would be an
inadequate remedy for a breach of the provisions of this proxy and that (in
addition to any other remedy available at law) the obligations of the
undersigned and the rights of the Proxyholder are specifically enforceable.



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         The undersigned authorizes the Proxyholder to substitute any other
person or entity to act under this proxy, to revoke any such substitution,
and to file this proxy and any substitution or revocation of this proxy with
the Secretary of Anchor Gaming. The undersigned and the Proxyholder further
agree that in the event of the death, or during the period of mental
incapacity, of the Proxyholder, Michael B. Fulton and Elizabeth F. Jones
will, acting together, in each instance by an instrument signed by each of
such persons, be substituted for the Proxyholder with the same authority as
the Proxyholder.

                                           /s/ Elizabeth F. Jones
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                                           Name: Elizabeth F. Jones
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