<PAGE>

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

                                  FORM 10-K/A

                                Amendment No. 1

(Mark One)
[X]  AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
     For the fiscal year ended September 30, 2000

                                      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 1-9481

                          SANTA FE GAMING CORPORATION
            (Exact name of Registrant as specified in its charter)

Nevada                                                          88-0304348
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

4336 Losee Rd, #9
North Las Vegas, Nevada                                            89030
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code: (702) 658-4300


     The undersigned registrant hereby amends the following items of its Annual
Report for the fiscal year ended September 30, 2000 on Form 10-K as set forth in
the pages attached hereto.

================================================================================

                                       1
<PAGE>

                                    PART 1

ITEM 4A. EXECUTIVE OFFICERS OF THE COMPANY
-------

     See "Directors and Executive Officers" in Part III, Item 10 of this report
for certain information concerning the executive officers of Santa Fe Gaming
Corporation (the "Company").

                                   PART III

ITEM 10. Directors and Executive Officers of The Registrant
--------

DIRECTORS AND EXECUTIVE OFFICERS

     The following is a list of the current executive officers and directors:

     Name                       Position with the Company
     ----                       -------------------------
Paul W. Lowden             Chairman of the Board, President and Chief Executive
                           Officer
Thomas K. Land             Director, Senior Vice President and Chief Financial
                           Officer, Secretary, Treasurer
Suzanne Lowden             Director, Executive Vice President, Assistant
                           Secretary
William J. Raggio          Director
John W. Delaney (1)(2)     Director
Howard E. Foster           Special Director
David H. Lesser            Special Director

_______
(1)  Member of the Audit Committee of the Company.
(2)  Member of the Compensation Committee of the Company.

     The age, present position with the Company, and principal occupation during
the past five years of each director and executive officer named above is set
forth below:

Paul W. Lowden

     Paul Lowden is 57 years old and has served as President, Chairman of the
Board and Chief Executive Officer of the Company since its formation in
September 1993. Mr. Lowden held the same positions with the Company's
predecessor, Sahara Resorts, from 1982 through September 1993. Mr. Lowden is
married to Suzanne Lowden.

                                       2
<PAGE>

Thomas K. Land

     Thomas K. Land is 40 years old and joined the Company in February 1994 as
Senior Vice President and Corporate Controller, and was elected Chief Financial
Officer of the Company in July 1994. In addition, Mr. Land has served as
Secretary and Treasurer of the Company since May 1999. Mr. Land was appointed to
the board of directors in December 1995. Prior to joining the Company, Mr. Land
was the Chief Financial Officer of a construction company, where he was employed
from 1990 through February 1994.

Suzanne Lowden

     Suzanne Lowden is 48 years old and has served as a director and Executive
Vice President of the Company since its formation, and had served as a director
of Sahara Resorts since 1987. Mrs. Lowden was elected Vice President of Sahara
Resorts in July 1992. She is also a founding board member of Commercial Bank of
Nevada. Mrs. Lowden served as a Nevada State Senator from November 1992 through
1996. She worked for the CBS affiliate in Las Vegas from 1977 to 1987 as an
anchorwoman, reporter, writer and producer of television news. Mrs. Lowden is
married to Paul W. Lowden.

John W. Delaney

     John W. Delaney is 52 years old and has served as a director of the Company
since January 1997, when he was appointed to fill a vacancy on the board of
directors. He was elected to his current term in February 1997. Mr. Delaney is
currently President and Chief Executive Officer of Cityfed Mortgage Co., a
mortgage banking firm, where he has been employed since 1978.

William J. Raggio

     William J. Raggio is 74 years old and served as a director, Vice President,
Secretary and Corporate Counsel of the Company since its formation in September
1993 until May 1999. Mr. Raggio held the same position with Sahara Resorts from
1982 until September 1993. Mr. Raggio resigned his position on the boards of
directors of the Company and certain of its subsidiaries in May 1999 due to a
potential conflict caused by his position on the board of another gaming
company, a position that Mr. Raggio no longer holds. Mr. Raggio was reappointed
to the board of directors of the Company in December 2000. Mr. Raggio is a
shareholder and member of the law firm Jones Vargas of Reno, Nevada. Since 1972
he has been a Nevada State Senator. Mr. Raggio is also a director of Sierra
Health Services, Inc., a Nevada Corporation.

                                       3
<PAGE>

Howard E. Foster

     Howard E. Foster is 56 years old and has served as a special director of
the Company elected by holders of the Company's Exchangeable, Redeemable
Preferred Stock since May 2000. Since 1980, Mr. Foster has been the President of
Howard Foster and Company, an investment advisor firm specializing in small
capitalization stocks, turnaround situations and financially distressed
companies. Prior to that time, Mr. Foster served as chief financial officer of
two publicly-held companies, Associated Products and Bio-Rad Laboratories, and
previously worked in the audit, tax and management consulting divisions of
Arthur Andersen & Co. Mr. Foster has served on the boards of directors of
Bio-Rad Laboratories, Barringer Technologies and Nevada National Bancorporation,
where he served as a director elected by preferred stockholders of Nevada
National Bancorporation.

David H. Lesser

     David H. Lesser is 35 years old and has served as a special director of the
Company elected by holders of the Company's Exchangeable, Redeemable Preferred
Stock since May 2000. Mr. Lesser is President of Hudson Bay Partners, a
discretionary investment firm formed in 1996 to make opportunistic investments
in real estate companies and real estate intensive operating businesses. Prior
to forming Hudson Bay Partners, Mr. Lesser was Senior Vice President of Crescent
Real Estate Equities, Ltd, and prior to that Mr. Lesser was a Director of the
Investment Banking Division of Merrill Lynch & Co. with a focus on real estate.
Mr. Lesser is a director of Keystone Property Trust. Mr. Lesser and his
affiliates own 3,456,942 shares or 39.03%, of the outstanding preferred stock.

            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than 10% of a registered class of the
Company's equity securities ("Reporting Persons"), to file reports of ownership
and changes in ownership and changes in ownership with the SEC and with the
American Stock Exchange. Reporting Persons are required by SEC regulations to
furnish the Company with copies of all forms they file pursuant to Section
16(a).

     Based solely on its review of the copies of such reports received by it,
and written representations from certain Reporting Persons that no other reports
were required for those persons, the Company believes that, during the year
ended September 30, 2000, the Reporting Persons complied with all Section 16(a)
filing requirements applicable to them.

                                       4
<PAGE>

ITEM 11. Executive Compensation
--------

     Set forth below is information concerning compensation for services in all
capacities to the Company and its affiliates for the fiscal years ended
September 30, 2000, 1999 and 1998 of those persons who were, as of September 30,
2000, (i) the Chief Executive Officer and (ii) each other executive officer
whose total annual salary and bonus exceeded $100,000 during the fiscal year
ended September 30, 2000 (the "Named Executive Officers").

                          Summary Compensation Table

<TABLE>
<CAPTION>
                                                                                   Other Annual      All Other
                                      Fiscal      Salary            Bonus          Compensation     Compensation
Name and Principal Position            Year         ($)              ($)              ($)(1)            ($)
--------------------------------     --------    --------         ----------      --------------   --------------
<S>                                  <C>         <C>              <C>             <C>              <C>
Paul W. Lowden                         2000        $550,000 (2)     $287,500 (2)        $0             $ 94,659 (3)
   President, Chairman                 1999        $550,000         $375,000 (2)        $0             $ 46,462 (3)
   of the Board and CEO                1998        $550,000         $550,000 (2)        $0             $ 42,494 (3)

Thomas K. Land                         2000        $184,693         $ 15,000            $0             $ 95,717 (4)
   Senior Vice President               1999        $184,693         $ 15,000            $0             $  3,835 (4)
   and Chief Financial Officer         1998        $174,676         $ 15,000            $0             $  3,785 (4)
</TABLE>

___________________________
(1)  The Company provides automobiles to its senior executives and provides such
     persons complimentary privileges at the restaurants and bars of the
     Company's hotel-casinos. It is impractical to ascertain the extent to which
     such privileges are utilized for personal rather than business purposes.
     However, after reasonable inquiry the Company believes the value of any
     such personal benefits is less than the lesser of $50,000 or 10% of the
     total salary and bonus reported for each person named above

(2)  See "Compensation Arrangements with Mr. Lowden."

(3)  "All Other Compensation" for Paul W. Lowden in fiscal 2000 includes $50,000
     paid by the Company to Mr. Lowden for entering into a fifteen-year non-
     compete agreement in connection with the sale of real property in
     Henderson, Nevada and other agreements, $42,351 of life insurance premiums
     paid by the Company for the benefit of Mr. Lowden, and $2,308 of matching
     contributions made by the Company to the Retirement Savings 401(k) Plan for
     the benefit of Mr. Lowden. "All Other Compensation" in fiscal 1999 and 1998
     consists of payments of life insurance premiums in the amounts of $44,298
     and $39,937 and matching contributions of $2,164 and $2,557, respectively.

(4)  "All Other Compensation" for Thomas K. Land in fiscal 2000 includes $92,500
     paid by the Company to Mr. Land pursuant to the terms of his employment
     agreement that was in effect through September 30, 1999 as a result of
     certain events related to the Company's subsidiary, Pioneer Finance Corp.,
     and its 13.5% First Mortgage Bonds due December 1, 1998, $2,019 of life
     insurance premiums paid by the Company for the benefit of Mr. Land, and
     $1,198 of matching contributions made by the Company to the Retirement
     Savings 401(k) Plan for the benefit of Mr. Land. "All Other Compensation"
     in fiscal 1999 and 1998 consists of payments of life insurance premiums in
     the amounts of $2,113 and $1,867 and matching contributions of $1,722 and
     $1,867, respectively.

                                       5
<PAGE>

     Compensation Arrangements with Mr. Lowden. The Compensation Committee
approved Mr. Lowden's compensation package for fiscal year 2000, which provided
for an annual base salary of $550,000. Additionally, in recognition of Mr.
Lowden's efforts, the Compensation Committee approved a bonus in the amount of
$200,000 payable in bi-weekly installments throughout fiscal year 2000.

     As previously disclosed by the Company, the Compensation Committee approved
payment in fiscal year 1998 of a $600,000 bonus (the "Fiscal Year 1998 Bonus")
to Mr. Lowden in connection with the sales by the Company of the Hacienda Resort
Hotel and Casino (the "Hacienda") and the Sahara Hotel and Casino (the "Sahara")
in September and October, 1995, respectively. Additionally, in fiscal year 1998
Mr. Lowden was entitled to a fee (the "Personal Guarantee Fee") from the Company
of $100,000 for personal guarantees issued by Mr. Lowden for certain Company
financing arrangements. In January 1998, the Fiscal Year 1998 Bonus and the
Personal Guarantee Fee were satisfied through an offset against a loan owed by
LICO, a Nevada corporation wholly owned by Mr. Lowden ("LICO"), to the Company
which had an outstanding balance of approximately $700,000 at the date of
satisfaction.

     In December 1998, at the request of Mr. Lowden, the Company's payment of
$350,000 of bonus and fee obligations satisfied through the offset of the LICO
loan was rescinded, and LICO's obligation to pay to the Company $350,000, was
reinstated. In February 1999, the Company satisfied its obligation to pay the
remaining $350,000 to Mr. Lowden by the offset of the outstanding $350,000
obligation of LICO to the Company. In December 1999, at the request of Mr.
Lowden, the Company's payment of $175,000 of bonus and fee obligations satisfied
through the offset of the LICO loan was rescinded, and LICO's obligation to pay
to the Company $175,000, was reinstated. The Company satisfied its obligation to
pay the remaining $175,000 to Mr. Lowden by the offset of the outstanding
$175,000 obligation of LICO to the Company in January 2000. In December 2000, at
the request of Mr. Lowden, the Company's payment of $87,500 of bonus and fee
obligations satisfied through the offset of the LICO loan was rescinded, and
LICO's obligation to pay to the Company $87,500, was reinstated

     Employment Agreement with Mr. Land. The Company and Thomas K. Land were
parties to an employment agreement entered into as of October 1, 1999, as
amended. The employment agreement provided that upon the occurrence of certain
events, including the sale of substantially all the assets of the Company's
subsidiary, Santa Fe Hotel Inc., (the "SFHI Asset Sale") which was consummated
on October 2, 2000, Mr. Land would be entitled to receive a lump sum payment in
an amount equal to one-half of his annual base salary plus other benefits that
would have been otherwise payable under the employment agreement. In accordance
with its terms, the Company paid to Mr. Land $92,500 in January 2001.

                                       6
<PAGE>

     Compensation of Directors

     Directors who are not employees of the Company or its affiliates receive
$24,000 annually and $1,000 per board meeting attended, $800 per committee
meeting attended as a member and $900 per committee meeting attended as
Chairman.

     Additionally, upon first being elected to the board of directors, each non-
employee director receives options to purchase 12,500 shares of common stock at
an exercise price equal to the fair market value of the common stock on the date
of grant. Such options are fully vested at the date of grant.

     The Company requires all members of the board of directors to comply with
all Company policies prior to attending a newly elected director's first meeting
of the board of directors. These requirements include filing a gaming
application with the Nevada Gaming Authorities and executing a confidentiality
agreement, and compliance and disclosure statements. Until such time as an
elected individual has complied with these requirements, he or she will not be
entitled to the benefits of the directorship position, including any director
fees or stock option awards that would otherwise be paid or granted.

                              COMPENSATION PLANS

Stock Option Plan

     The Company's 1993 Plan provides for the grant of options with respect to
an aggregate of 1,239,070 shares of the common stock to key employees as
determined by the Compensation Committee. No stock options were awarded to, and
no stock options were exercised by the Named Executive Officers in the fiscal
year ended September 30, 2000.

1998 Subsidiary Stock Option Plans

     The Company and certain of its subsidiaries, Santa Fe Hotel Inc. ("SFHI"),
Sahara Las Vegas Corp. ("SLVC"), and Pioneer Hotel Inc. ("PHI") (each a
"Subsidiary" and collectively, the "Subsidiaries"), have adopted various
subsidiary stock option plans (the "Subsidiary Plans"). The Subsidiary Plans
provide for the grant of options by each of the Subsidiaries with respect to an
aggregate of up to 10% of the outstanding shares of such Subsidiary's Common
Stock to employees, non-employee directors, consultants or affiliates of the
Company or the Subsidiaries. The purpose of the Subsidiary Plans is to enable
the Subsidiaries, the Company and any subsidiaries of the Company or
Subsidiaries to attract, retain and motivate their employees, non-employee
directors, consultants and affiliates by providing for or increasing the
proprietary interest of such persons in the Subsidiaries. Certain of the
agreements under which the Company's long-term debt is issued provide that if
the Company ceases to own, directly or indirectly, 100% of the outstanding
capital stock of specified Subsidiaries, an event of default will occur or an
offer to repurchase the debt must

                                       7
<PAGE>

be made. As a result, the Subsidiary Plans provide that options granted under
the Subsidiary Plans may not be exercised if the exercise would result in a
default, or require an offer to repurchase the outstanding debt, under any
agreement with respect to long-term debt of the Company or any of its
Subsidiaries. As of September 30, 2000, no options had been granted under any
Subsidiary Plans.

Savings Plan

     The Company has adopted a savings plan qualified under Section 401(k) of
the Internal Revenue Code (the "Savings Plan"). The Savings Plan covers
substantially all employees, including the Company's executive officers.
Employee contributions to the Savings Plan are discretionary. The Savings Plan
allows eligible employees to contribute, on a pretax basis, up to 6% of their
gross salary to the plan; the Company matches 25% of such employee contributions
made. Employees may also contribute, on a pretax basis, up to an additional 9%
of their gross salary, and, on a post-tax basis, up to an additional 10% of
their salary. Such contributions are not matched by the Company. The matching
expense in fiscal 2000 was $124,000 of which $2,308, $1,198, and $4,332 was
contributed by the Company to the accounts of Messrs. Lowden, Land and all other
executive officers as a group, respectively, as matches for employee
contributions made.

ITEM 12. Security Ownership Of Certain Beneficial Owners And Management
--------

     The following sets forth information regarding beneficial ownership of the
common stock and the exchangeable redeemable preferred stock of the Company, as
of January 26, 2001, by (i) each person known to be the beneficial owner of more
than 5% of the outstanding common stock or preferred stock; (ii) each director
of the Company; and (iii) all directors and officers of the Company as a group.

<TABLE>
<CAPTION>
Named Beneficial                     Shares of                                    Shares of
     Owner                         Common Stock               Percent          Preferred Stock          Percent
------------------------          --------------             ---------        -----------------        ---------
<S>                               <C>                        <C>              <C>                      <C>
Paul W. Lowden (1)                   4,763,144   (2)            72.57%                810,000   (3)       9.15%
Suzanne Lowden                           4,791   (4)              *                     2,524   (5)         *
Thomas K. Land                          69,175   (6)            1.11%                   1,000               *
John W. Delaney                         13,750   (7)              *                         -               -
William J. Raggio                       17,972   (8)              *                     5,472               *
Howard Foster                           12,500   (8)              *                   128,126             1.45%
David H. Lessor                         66,100   (8)(9)           *                 3,456,942   (9)      39.03%
Hudson Bay Partners (10)                53,600   (9)            1.06%               3,456,942   (9)      39.03%
All Directors and Officers
     as a group (7 persons)          4,947,433                  75.54%              4,404,064            49.73%
</TABLE>

*Less than 1%

                                       8
<PAGE>

(1)  The address for Paul W. Lowden is c/o Santa Fe Gaming Corporation, P.O. Box
     270820, Las Vegas, Nevada 89127. The shares owned by each person, or by the
     group, and the shares included in the total number of shares outstanding
     have been adjusted, and the percentage owned (where such percentage exceeds
     1%) has been computed, in accordance with Rule 13d-3(d)(1) under the
     Securities Exchange Act of 1934 (the "Exchange Act").

(2)  Includes 1,490,470 shares held by LICO, which is wholly owned by Mr.
     Lowden.

(3)  Includes 804,941 shares held by LICO, which is wholly owned by Mr. Lowden.

(4)  Includes 4,521 shares held by Mrs. Lowden as custodian for a child and
     excludes shares beneficially owned by Mr. Lowden reflected in the table.

(5)  Includes 1,262 shares held by Mrs. Lowden as custodian for a child and
     excludes shares beneficially owned by Mr. Lowden reflected in the table.

(6)  Of such shares, 68,175 may be acquired upon the exercise of outstanding
     stock options.

(7)  Of such shares, 12,500 may be acquired upon the exercise of outstanding
     stock options.

(8)  Of such shares, 12,500 may be acquired upon the exercise of outstanding
     stock options. Non-employee director receives options to purchase 12,500
     shares of Common Stock at an exercise price equal to the fair market value
     of the Common Stock on the date of grant. Such options are fully vested.

(9)  Mr. Lesser is President of Hudson Bay Partners. Mr. Lesser is deemed to be
     the indirect beneficial owner of the shares of common stock and preferred
     stock held by Hudson Bay Partners.

(10) The address for Hudson Bay Partners is 237 Park Avenue, Suite 900, New
     York, NY 10017.

                                       9
<PAGE>

ITEM 13. Certain Relationship and Related Transactions
--------

     In January 2000, the Company paid $50,000 to each of Messers. Paul W.
Lowden, Christopher W. Lowden and David G. Lowden in exchange for each of them
individually having entered into a fifteen-year non-compete agreement in
November 1999 in connection with the sale of real property in Henderson, Nevada
and other agreements. Christopher W. Lowden and David G. Lowden are Paul
Lowden's son and brother, respectively.

     In June 2000, the Company borrowed $1.5 million from Paul W. Lowden, which
loan was evidenced by an unsecured promissory note that bore interest at 12% per
annum. The promissory note was repaid in full in connection with the SFHI Asset
Sale.

     In connection with the SFHI Asset Sale, Paul W. Lowden and members of the
family of Paul W. Lowden, agreed to a three year non-compete agreement.

     In November 2000, the Company agreed to pay $205,000 to Mr. David Lowden
for services rendered in connection with the SFHI Asset Sale, $75,000 of which
was paid in November 2000 and the balance of which was paid in January 2001.

                                       10
<PAGE>

                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 on Form 10-K/A
to its Form 10-K for the year ended September 30, 2000 to be signed on its
behalf by the undersigned, thereunto duly authorized in Las Vegas, Nevada on the
29th day of January, 2001

SANTA FE GAMING CORPORATION



By: /s/ Thomas K. Land
    ------------------------------

                                       11