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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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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, 2001
|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

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ARCHON CORPORATION(Exact Name of Registrant as specified in its charter)

|Nevada(State or other jurisdiction of
incorporation or organization)                            |  | 88-0304348(I.R.S. Employer Identification Number)
|----------------------------------------------------------------------------------------------- |  | -------------------------------------------------
|3993 Howard Hughes Parkway, Suite 630
Las Vegas, Nevada(Address of principal executive offices) |  | 89109(Zip Code)                                  

Registrant's telephone number, including area code:(702) 732-9120

The
undersigned registrant hereby amends the following items of its Annual Report for the fiscal year ended September 30, 2001 on Form 10-K as set forth in the
pages attached hereto.

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This Amendment No. 1 on Form 10-K/A is filed to include in Archon Corporation's Annual Report on Form 10-K for the fiscal year ended
September 30, 2001 the information required by Part III of Form 10-K

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 of Archon Corporation (the "Company"):

|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 (1)(2) |  | Director                                                                         
|John W. Delaney (1)(2)   |  | Director                                                                         
|Howard E. Foster         |  | Special Director                                                                 

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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 58 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. Mr. Lowden's
term as a director of the Company expires at the Annual Meeting of Shareholders in 2002.

Thomas
K. Land

Thomas
K. Land is 41 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.
Mr. Land's term as a director of the Company expires at the Annual Meeting of Shareholders in 2004.

Suzanne
Lowden

Suzanne
Lowden is 49 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.

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Mrs. Lowden's term as a director of the Company expires at the Annual Meeting of Shareholders in 2003.

John
W. Delaney

John
W. Delaney is 53 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. Mr. Delaney's term as a director of the Company expires at the Annual Meeting of Shareholders in 2003.

William
J. Raggio

William
J. Raggio is 75 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. Mr. Raggio's term as a director of the Company
expires at the Annual Meeting of Shareholders in 2002.

Howard
E. Foster

Howard
E. Foster is 57 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. Mr. Foster's term as
a special director of the Company expires at the Annual Meeting of Shareholders in 2003 or, if earlier, the date on which all dividend arrearages on the Exchangeable Redeemable Preferred Stock have
been paid.

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 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, 2001, the Reporting Persons complied with all Section 16(a) filing requirements applicable to them.

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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, 2001, 2000 and 1999 of those persons who were, as of September 30, 2001, (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, 2001 (the "Named Executive Officers").

Summary Compensation Table

|Name and Principal Position                                      |  | Fiscal
Year    |  | Salary
($) |                         | Bonus
($) |     | Other Annual
Compensation
($)(1) |           | All Other
Compensation
($) |      
|---------------------------------------------------------------- |  | -------------- |  | ---------- | ----------------------- | --------- | --- | -------------------------------- | --------- | -------------------------- | -----
|Paul W. Lowden
President, Chairman
of the Board and CEO          |  | 2001
2000
1999 |  | $$$        | 550,000
550,000
550,000 |           | $$$ | 243,750
287,500
375,000          | (2)(2)(2) | $$$                        | 0
0
0
|Thomas K. Land
Senior Vice President
and Chief Financial Officer |  | 2001
2000
1999 |  | $$$        | 184,693
184,693
184,693 |           | $$$ | 
15,000
15,000                  |           | $$$                        | 0
0
0

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Compensation Arrangements with Mr. Lowden.The Compensation Committee approved
Mr. Lowden's compensation package for fiscal year 2001, 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 2001.

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. The Company satisfied
its obligation to pay the remaining $87,500 to Mr. Lowden by the offset of the outstanding $87,500 obligation of LICO to the Company in January 2001. In December 2001, at the
request of Mr. Lowden, the Company's payment of $43,750 of bonus and fee obligation satisfied through the offset of the LICO loan was rescinded, and LICO's obligation to pay the Company $43,750
was reinstated.

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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, as well as 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.



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. An aggregate of 665,535 shares of common stock remain available for grant under the 1993 Plan. No stock options were
awarded to, and no stock options were exercised by, the Named Executive Officers in the fiscal year ended September 30, 2001.

1998 Subsidiary Stock Option Plans.The Company and certain of its subsidiaries, SFHI, Inc., Sahara Las Vegas Corp.,
and Pioneer Hotel Inc. (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 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, 2001, 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
pre-tax 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 2001 was $67,000 of which $2,625, $811, and $3,961 were 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.

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The members of the compensation committee, John W. Delaney and William J. Raggio, are non-employee directors. Mr. Delaney has not been an
officer of the Company or any of its subsidiaries. Mr. Delaney is the president of J & J Mortgage, a mortgage banking company of which Paul W. Lowden is a director and sole stockholder.
During fiscal 2002, the Company purchased from J & J Mortgage an aggregate of $700,000 of commercial and residential loans originally funded by J & J Mortgage to unaffiliated third
parties. See Item 13., "Certain Relationships and Related Transactions." William J. Raggio, who from 1982 to 1999 served as Vice President, Secretary and General Counsel of the Company and its
predecessors, is a shareholder and member of the law firm of Jones Vargas. During fiscal year 2001, the Company retained Jones Vargas to advise the Company regarding various legal matters, and the
Company continues to engage Jones Vargas for legal representation.

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 23, 2002 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.

|Named Beneficial Owner                            |  | Shares of
Common Stock |     | Percent |   | Shares of
Preferred Stock |     | Percent |  
|------------------------------------------------- |  | ---------------------- | --- | ------- | - | ------------------------- | --- | ------- | -
|Paul W. Lowden (1)                                |  | 4,980,144              | (2) | 76.40   | % | 810,000                   | (3) | 15.80   | %
|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                 | (7) | *       |   | 5,472                     |     | *       |  
|Howard Foster                                     |  | 12,500                 | (7) | *       |   | 128,126                   |     | 2.50    | %
|All Directors and Officers as a group (6 persons) |  | 5,098,333              |     | 77.00   | % | 947,122                   |     | 18.40   | %
|*Less than 1%                                     |  |                        |     |         |   |                           |     |         |  

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ITEM 13. Certain Relationships and Related Transactions

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 October 2000 in connection with the sale of substantially all of the assets of SFHI, Inc..

In
October 2000, 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. David Lowden is the brother of Paul W. Lowden.

The
Company has an understanding with Mr. David Lowden with respect to certain gaming technology for which David Lowden has been issued a patent. The Company has agreed to pay for
the costs of commercial development of the technology, and David Lowden has agreed to grant the Company an exclusive perpetual license with respect to the technology. Through January 2002, the
Company had expended $122,500 for commercial development of the technology.

In
fiscal 2001, the Company purchased for $100,000 Class B member interests in Dukes, a Nevada limited liability company that is developing a restricted slot operation, restaurant
and entertainment facility. Christopher W. Lowden, Paul W. Lowden's son, is a limited partner in the company that is the managing member of Dukes.

During
fiscal 2002, the Company purchased an aggregate of $700,000 of commercial and residential loans originally funded by J & J Mortgage to unaffiliated third
parties.The loans were purchased by the Company for the principal amount, plus accrued interest, if any. J & J is owned by LICO, which in turn
is wholly owned by Paul W. Lowden.John W. Delaney is the president of J & J Mortgage.

William
J. Raggio, a director of the Company, is a shareholder and member of the law firm of Jones Vargas. During fiscal year 2001, the Company retained Jones Vargas to advise the
Company regarding various legal matters, and the Company continues to engage Jones Vargas for legal representation.

See
"Executive CompensationCompensation Arrangements with Mr. Lowden" for information regarding certain bonus arrangements for Mr. Lowden and obligations of
LICO, a company wholly-owned by Mr. Lowden, owed to the Company.

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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, 2001 to be signed on its behalf by the undersigned, thereunto duly authorized in Las Vegas,
Nevada on the 25th day of January, 2002.

| |  | ARCHON CORPORATION
| |  | ------------------
| |  | By:               

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