<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, 1999

                                       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 ORORGANIZATION)                           IDENTIFICATION NUMBER)

4949 N. Rancho Drive
Las Vegas, Nevada                                                     89130
(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, 1999 on Form 10-K as
set forth in the pages attached hereto.



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



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                                     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 Company's executive officers.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

DIRECTORS AND EXECUTIVE OFFICERS

         The following is a list of the current executive officers and directors
of the Company:
<TABLE>
<CAPTION>
         NAME                               POSITION WITH THE COMPANY
         ----                               -------------------------
<S>                                 <C>
Paul W. Lowden (3)                  Chairman of the Board, President and Chief Executive Officer
Thomas K. Land (3)                  Director, Senior Vice President and Chief Financial Officer,
                                    Secretary
Suzanne Lowden                      Director, Executive Vice President, Assistant Secretary
Christopher W. Lowden               Executive Vice President
James W. Lewis (1)(2)               Director
John W. Delaney (1)(2)(3)           Director
Peter J. Siris                      Director
</TABLE>
--------
(1)      Member of the Audit Committee.
(2)      Member of the Compensation Committee.
(3)      Member of the Executive Committee.

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

Paul W. Lowden

         Paul Lowden is 56 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 and is Christopher Lowden's father.


                                       1
<PAGE>

Thomas K. Land

         Thomas K. Land is 39 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. 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 47 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.

Christopher W. Lowden

         Christopher W. Lowden is 34 years old and has served as Executive
Vice President of Operations since September 1995 and Executive Vice
President since February, 1996. Mr. Lowden served as President of Sahara
Development Group from April 1991 through September 1995. From 1989 until
August 1993 he was General Manager of the Company's hotel-casino in Laughlin,
Nevada, the Pioneer Hotel and Gambling Hall. Mr. Lowden is the son of Paul W.
Lowden.

James W. Lewis

         James W. Lewis is 73 years old and has served as a Director of the
Company since its formation. Mr. Lewis served as a Director of Sahara Resorts
from 1983 to September 1993. Mr. Lewis became associated with the Corporate
Finance Department of Westamerica Investment Group on January 1, 1995.
Previously, he was a Managing Director of F.L. Bryant & Co., Inc. commencing
July 1, 1992. Previously, he was Senior Vice President, Corporate Finance, of
Van Kasper & Co. commencing January 1, 1991. From 1980 to 1990, Mr. Lewis
served as a First Vice President and Managing Director of Bateman Eichler,
Hill Richards, Incorporated.

John W. Delaney

         John W. Delaney is 51 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.


                                       2
<PAGE>

Peter J. Siris

         Peter J. Siris is 55 years old and has been a director of the
Company, elected by holders of the Company's Exchangeable Redeemable
Preferred Stock, since May 1999. Mr. Siris has been President of the Siris
Group, an investment and management consulting firm since 1966 and is
Managing Director of Guerilla Capital Management. Mr. Siris covered retail
and real estate companies with ABN-Amro, as a Senior Vice President in 1996,
and UBS Securities, as a Managing Director from 1990 to 1995. He also served
as Senior Vice President of Warnaco, Inc. in 1995. Currently, Mr. Siris is a
director of Crown American Realty Trust and E-Save Networks.

The Board of Directors and its Committees

         During the fiscal year ended September 30, 1999, the Board of
Directors held eight meetings. Each Director attended at least seven of the
meetings of the Board and all meetings of any committees of which he or she
was a member.

         The Board has standing Executive, Audit and Compensation Committees
but does not have a Nominating Committee. The Audit Committee held one
meeting, the Executive Committee held two meetings and the Compensation
Committee held three meetings during the last fiscal year. Memberships in the
various committees are determined by action of the full Board. The function
of the Executive, Audit and Compensation Committees and their membership are
described below.

         The Executive Committee is authorized to exercise, to the fullest
extent permitted by Nevada law and the Bylaws of the Company, all of the
authority of the Board of Directors. The Executive Committee is composed of
Paul W. Lowden (Chairman), Thomas K. Land and John W. Delaney.

         The Audit Committee reviews the principal accounting policies of the
Company, approves the scope and proposed fees for the annual audit, reviews
the results of the annual audit directly with the Company's independent
auditors and recommends to the full Board which firm of accountants should be
selected as the Company's independent auditors. The Audit Committee is
composed of James W. Lewis and John W. Delaney, neither of whom is an officer
or employee of the Company.

         The Compensation Committee establishes compensation for the
executive officers of the Company, administers the 1993 Key Employee Stock
Option Plan (the "1993 Plan") and the Subsidiary Plans (as defined under ITEM
11 -"Executive Compensation"), authorizes grants of options and sales of
shares under the 1993 Plan and Subsidiary Plans and recommends to the full
Board any modifications of the 1993 Plan and Subsidiary Plans. The
Compensation Committee is composed of James W. Lewis and John W. Delaney,
neither of whom is an officer or employee of the Company. See ITEM 11
"EXECUTIVE COMPENSATION" below for additional information.


                                       3
<PAGE>

             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, 1999, the Reporting Persons complied with all
Section 16(a) filing requirements applicable to them.

ITEM 11. EXECUTIVE COMPENSATION

         Set forth below is information concerning the annual and long-term
compensation for services in all capacities to the Company and its affiliates
for the fiscal years ended September 30, 1999, 1998 and 1997 of those persons
who were, as of September 30, 1999, (i) the Chief Executive Officer and (ii)
the only other executive officer whose total annual salary and bonus exceeded
$100,000 during the fiscal year ended September 30, 1999 (the "Named
Executive Officers").
                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                            OTHER ANNUAL   ALL OTHER
                               FISCAL  SALARY    BONUS      COMPENSATION  COMPENSATION
NAME AND PRINCIPAL POSITION     YEAR     ($)      ($)          ($)(1)        ($)(2)
---------------------------    ------  --------  --------   ------------  ------------
<S>                            <C>     <C>       <C>        <C>           <C>
Paul W. Lowden                  1999   $550,000  $375,000(3)     $0        $  46,462
  President, Chairman           1998   $550,000  $550,000(3)     $0        $  42,494
  of the board and CEO          1997   $550,000  $200,000        $0        $  41,924

Thomas K. Land                  1999   $184,693  $ 15,000        $0        $   3,835
  Senior Vice President         1998   $174,676  $ 15,000        $0        $   3,785
  and Chief Financial Officer   1997   $138,704  $ 10,000        $0        $   2,313
</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 25% of the
         compensation for each person reported above.
(2)      "All Other Compensation" in fiscal 1999, 1998 and 1997 consists of
         payments of life insurance premiums by the Company in the amounts of
         $44,298, $39,937 and $40,653 for Paul W. Lowden and $2,113, $1,867 and
         $1,868 for Thomas K. Land, respectively, and Company matching
         contributions to the Retirement Savings 401(k) Plan.
(3)      See "Compensation Arrangements with Mr. Lowden."


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<PAGE>

         COMPENSATION ARRANGEMENTS WITH MR. LOWDEN. The Compensation
Committee approved Mr. Lowden's compensation package for fiscal year 1999,
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 1999.

         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 in January 1998 through the
offset of the LICO loan was rescinded, and LICO's obligation to pay to the
Company $350,000, together with interest thereon from January 1998, 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 in February 1999 through the offset of the LICO loan was rescinded,
and LICO's obligation to pay to the Company $175,000, together with interest
thereon from January 1998, 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 January 2000, the Company paid $50,000 to each of Messers. Paul
W. Lowden, Christopher W. Lowden and David G. Lowden in recognition of each
of them individually having entered into a fifteen year non-compete agreement
in November 1999 in connection with the sale by a subsidiary of the Company
to Stations Casino of the real property in Henderson, Nevada and other
agreements.

         EMPLOYMENT AGREEMENT WITH MR. LAND. The Company and Thomas K. Land
are parties to an employment agreement entered into as of October 1, 1999, as
amended, which has a term of one year, subject to earlier termination in
accordance with its terms and to automatic renewal if the Company does not
provide to Mr. Land a notice that it intends not to renew the agreement.
Pursuant to the agreement, Mr. Land is entitled to receive a minimum annual
base salary of $185,000. The agreement also provides that Mr. Land may
participate in any employee benefit plans, including bonus plans, of the
Company. Upon the

                                       5
<PAGE>

occurrence of certain events, including the transfer of substantially all of
the assets of the Company or the failure by Mr. Paul W. Lowden to own at
least 50% of the outstanding Common Stock, the agreement will terminate and
Mr. Land will 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. Pursuant to the employment
agreement, as a result of certain events related to the Company's subsidiary,
Pioneer Finance Corp., and its 13 1/2% First Mortgage Bonds due December 1,
1998, Mr. Land received a payment of $92,250 in January 2000.

         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 619,375 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, 1999.

1998 SUBSIDIARY STOCK OPTION PLANS

         The Company and certain of its subsidiaries, Santa Fe Hotel Inc.,
Sahara Las Vegas Corp. and Pioneer Hotel Inc. (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


                                       6
<PAGE>

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,
1999, 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 1999 was $113,000 of
which $2,164, $1,722, and $5,747 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 (the "Preferred Stock"), as of January 26, 2000, 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>
NAME BENEFICIAL           SHARES OF                        SHARES OF
    OWNER                COMMON STOCK       PERCENT      PREFERRED STOCK    PERCENT
---------------          ------------       -------      ---------------    -------
<S>                      <C>                <C>          <C>                <C>
Paul W. Lowden(1)           4,513,275(2)     68.85%              521,500(3)   5.89%
James W. Lewis                 13,759(4)       *                       -       -
Suzanne Lowden                  4,792(5)       *                   2,524(6)    *
Thomas K. Land                 69,175(7)      1.10%                1,000       *
Christopher W. Lowden          83,456(7)      1.33%                1,400       *
John W. Delaney                13,750(4)       *                       -       -
Peter J. Siris                 12,500(8)       *                 140,300(9)   1.58%
Hudson Bay Partners(10)        53,600          *               2,971,400     33.55%
All directors and Officers
  as a group (7 persons)    4,764,298        72.88%            3,638,124     41.08%
</TABLE>


                                       7
<PAGE>

(1)      The address for Paul W. Lowden is c/o Santa Fe Gaming Corporation, P.O.
         Box 270850, 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 1,265,601 shares held by LICO, which is wholly owned by Mr.
         Lowden.

(3)      Includes 516,441 shares held by LICO, which is wholly owned by Mr.
         Lowden.

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

(5)      Includes 4,521 shares held by Mrs. Lowden as custodian for a child and
         11,178 shares held jointly by Mr. Lowden and Mrs. Lowden and excludes
         shares beneficially owned by Mr. Lowden reflected in the table.

(6)      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.

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

(8)      All shares may be acquired upon the exercise of outstanding stock
         options. Upon being first elected to the Company's Board of Directors,
         non-employee directors receive 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)      Includes (i) 40,200 shares owned by Mr. Siris's wife; (ii) 80,100
         shares owned by Mr. Siris's minor daughter; and (iii) 10,000 shares
         owned by Guerilla Capital Management, of which Mr. Siris is a managing
         director. Mr. Siris disclaims beneficial ownership of the 40,200
         shares owned by his wife.

(10)     Based solely on information contained in the Schedule 13D as amended,
         filed by Hudson Bay Partners, LP., ("HBP") with the Securities and
         Exchange Commission. According to HBP's Schedule 13D, as amended, the
         address for Hudson Bay Partners is 237 Park Avenue, Suite 900,
         New York, NY 10017.


ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         See ITEM 11 - EXECUTIVE COMPENSATION for a description of certain
transactions during the fiscal year ended September 30, 1999 in which
officers and Directors of the Company and its affiliates or families had a
direct or indirect interest.

ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (c)  Exhibits

EXHIBIT
  NO.                               DESCRIPTION OF EXHIBIT
-------                             ----------------------

10.75             Employment Agreement by and among Santa Fe Gaming Corporation
                  and Thomas K. Land dated October 1, 1999.


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<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, 1999 to be
signed on its behalf by the undersigned, thereunto duly authorized in Las
Vegas, Nevada on the 28th day of January, 2000


SANTA FE GAMING CORPORATION



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


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