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|                                                                        |   |                                                |
|-----------------------------------------------------------------------------|--------|-----------------------------------------------------|
| ILLINOIS(State      or other jurisdiction of incorporation or organization) |   | 36-1944630(IRS      Employer Identification Number) |

|                               |   |                                          |
|------------------------------------|--------|-----------------------------------------------|
| Common      Stock, $1.00 par value |   | American      Stock Exchange                  |
| Title      of each class           |   | Name      of each exchange on whichregistered |

| Large      accelerated filer o | Accelerated      filer o | Non-accelerated      filer x |
|--------------------------------|--------------------------|------------------------------|

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|                                                  |                                                                                                                   |   |   |   |   |   |   |   |
|-------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|--------|--------|--------|
| PART    I                                             |
|                                                  | Item 1.      BUSINESS                                                                                             |
|                                                  | Item 2.      PROPERTIES                                                                                           |
|                                                  | Item 3. LEGAL      PROCEEDINGS                                                                                    |
|                                                  | Item 4. SUBMISSION OF      MATTERS TO A VOTE OF SECURITY HOLDERS                                                  |
| PART    II                                            |
|                                                  | Item 5. MARKET FOR THE      REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDERS      MATTERS                 |
|                                                  | Item 6. SELECTED      FINANCIAL DATA                                                                              |
|                                                  | Item 7. MANAGEMENT’S      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF      OPERATIONS     |
|                                                  | Item 7A. QUANTITATIVE      AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK                                           |
|                                                  | Item 8. FINANCIAL      STATEMENTS AND SUPPLEMENTARY DATA                                                          |
|                                                  | Item 9. CHANGES IN AND      DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL      DISCLOSURE            |
|                                                  | Item 9A. CONTROLS AND      PROCEDURES                                                                             |
|                                                  | Item 9B. OTHER      INFORMATION                                                                                   |
| PART      III                                         |
|                                                  | Item 10. DIRECTORS AND      EXECUTIVE OFFICERS OF THE REGISTRANT                                                  |
|                                                  | Item 11. EXECUTIVE      COMPENSATION                                                                              |
|                                                  | Item 12. SECURITY      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED      STOCKHOLDER MATTERS |
|                                                  | Item 13. CERTAIN      RELATIONSHIPS AND RELATED TRANSACTIONS                                                      |
|                                                  | Item 14. PRINCIPAL      ACCOUNTING FEES AND SERVICES                                                              |
| PART    IV                                            |
|                                                  | Item 15. EXHIBITS,      FINANCIAL STATEMENT SCHEDULES                                                             |
| SIGNATURES                                            |
| WEA Audited Financial      Statements                 |
| Amended and Restated  By-Laws                         |
| Annual Report to    Shareholders                      |
| Consent of Blackman Kallick Bartelstein      LLP      |
| Certification of CEO Pursuant to Section      302     |
| Certification of CFO Pursuant to Section      302     |
| Statement of CEO and CFO Pursuant to Section      906 |

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Item 1. BUSINESS

|  Market |   |   |   |   | 2007  |   |   |   | 2006  |   |   |   | 2005  |
|--------------|--------|--------|--------|--------|------------|--------|--------|--------|------------|--------|--------|--------|------------|
| Gaming       |   |   |   |   | 83         | %      |   |   |       | 83     | %      |   |       |   | 76 | % |
| Amusement    |   |   |   |   | 17         | %      |   |   |       | 16     | %      |   |       |   | 22 | % |
| Other        |   |   |   |   | 0          | %      |   |   |       | 1      | %      |   |       |   | 2 | % |
| Totals       |   |   |   |   | 100        | %      |   |   |       | 100    | %      |   |       |   | 100 | % |

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Item 3. LEGAL PROCEEDINGS

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

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PART II

Item 5. MARKET FOR THE REGISTRANT’S COMMON STOCK AND RELATEDSTOCKHOLDERS MATTERS

Item 6. SELECTED FINANCIAL DATA

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARYDATA

|   |   |   |   |                                                                                                                   |
|--------|--------|--------|--------|------------------------------------------------------------------------------------------------------------------------|
|   |   | -      |   | Consolidated      Balance Sheets as of December 31, 2007 and 2006                                                 |
|   |   | -      |   | Consolidated      Statements of Operations for years ended December 31, 2007, 2006, and      2005                 |
|   |   | -      |   | Consolidated      Statements of Shareholders’ Equity for years ended December 31, 2007,      2006, and 2005 |
|   |   | -      |   | Consolidated      Statements of Cash Flows for years ended December 31, 2007, 2006, and      2005                 |
|   |   | -      |   | Notes      to the Consolidated Financial Statements                                                                    |
|   |   | -      |   | Independent      Auditors’ Reports                                                                               |

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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE

Item9A.                      Controls andProcedures

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PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THEREGISTRANT

Item 11. EXECUTIVE COMPENSATION

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS

Item 13. CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS

Item 14. PRINCIPAL ACCOUNTING FEES ANDSERVICES

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PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENTSCHEDULES

|   |   |   |   |                                                                                                                  |
|--------|--------|--------|--------|-----------------------------------------------------------------------------------------------------------------------|
|   |   | -      |   | Consolidated      Balance Sheets as of December 31, 2007 and 2006                                                |
|   |   |   |   |                                                                                                                  |
|   |   | -      |   | Consolidated      Statements of Operations for years ended December 31,2007, 2006, and      2005                 |
|   |   |   |   |                                                                                                                  |
|   |   | -      |   | Consolidated      Statements of Shareholders’ Equity for years ended December 31,2007,      2006, and 2005 |
|   |   |   |   |                                                                                                                  |
|   |   | -      |   | Consolidated      Statements of Cash Flows for years ended December 31, 2007, 2006, and      2005                |
|   |   |   |   |                                                                                                                  |
|   |   | -      |   | Notes      to the Consolidated Financial Statements                                                                   |
|   |   |   |   |                                                                                                                  |
|   |   | -      |   | Independent      Auditors’ Reports                                                                              |

| 3.1    |   | Articles      of Incorporation of the Company, as amended, filed as Exhibit 3.1 of      the Company’s Annual Report on Form 10-K for the year ended      December 31, 1994 and incorporated herein by    reference.                                                                       |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                      |
| 3.2    |   | By-Laws      of the Company, as amended and restated and in force April 24,      2007.                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                      |
| 4.1    |   | Form      of Warrant filed as Exhibit 4.1 to the Company’s Form 8-K dated      September 23, 2004 and incorporated herein by    reference.                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                      |
| 4.2    |   | Form      of Warrant filed as Exhibit 4.2 to the Company’s Form 8-K dated      September 23, 2004 and incorporated herein by    reference.                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                      |
| 10.1   |   | Employment      Agreement dated February 29, 1996 between the Company and Anthony      Spier, as amended, filed as Exhibit 10.1 of the Company’s Annual      Report on Form 10-K for the year ended December 31, 1995 and      incorporated herein by reference.                     |
|   |   |                                                                                                                                                                                                                                                                                                      |
| 10.2   |   | First,      Second, Third and Fourth Amendment to the Employment Agreement between the      Company and Anthony Spier filed as Exhibit 10.15 of the Company's Form      10-K for the year ended December 31, 2004 and incorporated herein by      reference.                                         |
| 10.3   |   | Fifth      Amendment to the Employment Agreement between the Company and Anthony      Spier.                                                                                                                                                                                                         |
| 10.4   |   | Wells-Gardner      Electronics Corporation Employee 401K Plan dated January 1, 1990, as      amended, filed as Exhibit 10.10 of the Company’s Annual Report on      Form 10-K for the year ended December 31, 1993 and incorporated      herein by reference.                        |
|   |   |                                                                                                                                                                                                                                                                                                      |
| 10.5   |   | Wells-Gardner      Electronics Corporation 1996 Nonemployee Director Plan filed as Annex A to      the Company’s Proxy Statement for the Annual Meeting of Shareholders to be      held on April 23, 1996 and incorporated herein by    reference.                                                  |
|   |   |                                                                                                                                                                                                                                                                                                      |
| 10.6   |   | Wells-Gardner      Electronics Corporation Amended and Restated Incentive Stock Plan, as      amended and filed as Exhibit 4.1 of the Company’s Form S-8, dated      August 21, 1998 and incorporated herein by reference.                                                           |
| 10.7   |   | Acquisition      of Certain Assets of American Gaming and Electronics dated      January 12, 2000, filed as Exhibits 2.1, 2.2 and 2.3 on Form 8-K,      dated January 27, 2000 and incorporated herein by      reference.                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                      |
| 10.8   |   | Executive      Stock Award Plan, filed as Exhibits 4.1 and 4.2 of the Company’s Form S-8,      dated May 12, 2000 and incorporated by reference.                                                                                                                                               |   |
|   |   |                                                                                                                                                                                                                                                                                                      |
| 10.9   |   | Agreement      dated July 3, 2006, between the Company and Local 1031, I.B.E.W., AFL-CIO      filed as Exhibit 10.9 of the Company’s Form 10-K for the year ended      December 31, 2006, and incorporated herein by reference.                                                                     |   |
|   |   |                                                                                                                                                                                                                                                                                                      |
| 10.10  |   | Securities      Purchase Agreement dated as of September 20, 2004 by and among the      Company and the purchasers identified on the signature page thereto filed      as Exhibit 10.1 to the Company’s Form 8-K dated September 23,      2004 and incorporated herein by reference. |   |
|   |   |                                                                                                                                                                                                                                                                                                      |
| 10.11  |   | Credit      and Security Agreement with Wells-Fargo Bank, National      Association, dated August 21, 2006 filed as Exhibit 10.1 to the      Company’s Form 8K/A dated August 25, 2006 and incorporated herein by      reference.                                          |   |
|   |   |                                                                                                                                                                                                                                                                                                      |
| 10.12  |   | Audited      financial statements of the Company’s joint venture, Wells-Eastern Asia      Displays (m) Sdn. Bhd. for the year ended October 5,      2007.                                                                                                                                      |   |
|   |   |                                                                                                                                                                                                                                                                                                      |
| 13.0   |   | Company’s      Annual Report to Shareholders for the year ended December 31,      2007.                                                                                                                                                                                                        |   |
|   |   |                                                                                                                                                                                                                                                                                                      |
| 23.0   |   | Consent      of Blackman Kallick Bartelstein LLP                                                                                                                                                                                                                                                          |   |
|   |   |                                                                                                                                                                                                                                                                                                      |
| 31.1   |   | Certification      of Chief Executive Officer Pursuant to Section 302 of the      Sarbanes-Oxley Act of 2002                                                                                                                                                                                         |   |
|   |   |                                                                                                                                                                                                                                                                                                      |
| 31.2   |   | Certification      of Chief Financial Officer Pursuant to Section 302 of the      Sarbanes-Oxley Act of 2002                                                                                                                                                                                         |   |
|   |   |                                                                                                                                                                                                                                                                                                      |
| 32.1   |   | Statement      of Chief Executive Officer and Chief Financial Officer Pursuant to 18      U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the      Sarbanes-Oxley Act of 2002                                                                                                        |   |
|   |   |                                                                                                                                                                                                                                                                                                      |   |

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|  DATE     |  TITLE                                                                                                                                                                    |
|----------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |                                                                                                                                                                           |
| 02/13/07  | Wells-Gardner      Announces Fiscal 2006 Earnings Of $343,000 Compared To A Loss Of $(3)      Million.                                                                         |
|           |                                                                                                                                                                           |
| 02/23/07  | Wells-Gardner      Announces 5-Year Agreement to Supply Global Requirements of Aristocrat      Technologies                                                                    |
|           |                                                                                                                                                                           |
| 02/27/07  | Wells-Gardner      Announces Stock Dividend                                                                                                                                    |
|           |                                                                                                                                                                           |
| 03/06/07  | Wells-Gardner      Announces That Its AG&E Subsidiary and Par 4 of New Jersey Have Agreed      to a Long-Term Contract to Combine Their Used Gaming Device      Businesses |
|           |                                                                                                                                                                           |
| 03/09/07  | Wells-Gardner      Announces That Its AG&E Subsidiary Has Been Awarded a Florida Gaming      License                                                                       |
|           |                                                                                                                                                                           |
| 04/24/07  | Wells-Gardner      Announces First Quarter 2007 Earnings of $321,000 Compared to a Loss of      $(470,000)                                                                     |
|           |                                                                                                                                                                           |
| 05/03/07  | Wells-Gardner      Announces Filing of Three New Patent Applications for Gaming Devices      Involving LCDs                                                                    |
|           |                                                                                                                                                                           |
| 05/15/07  | Wells-Gardner      Announces That Its AG&E Subsidiary Is Offering Aristocrat LCD Retrofit      Kits for Sale to Casinos in North and South America                         |
|           |                                                                                                                                                                           |
| 05/22/07  | Wells-Gardner      Announces That RGB Has Been Appointed Sales and Service Distributor for      Macau and South East Asia                                                      |
|           |                                                                                                                                                                           |
| 06/26/07  | Wells-Gardner      Announces Filing of First Patent Application for Medical Market Involving      LCDs                                                                         |
|           |                                                                                                                                                                           |
| 07/05/07  | Wells-Gardner      Announces Signing of 5-Year Agreement to Supply Global Requirements of      Aristocrat Technologies                                                         |
|           |                                                                                                                                                                           |
| 07/10/07  | Wells-Gardner      Gives Sales Update                                                                                                                                          |
|           |                                                                                                                                                                           |
| 08/06/07  | Wells-Gardner      Announces Second Quarter 2007 Results                                                                                                                       |
|           |                                                                                                                                                                           |
| 10/02/07  | Wells-Gardner      Announces Filing of a New Patent Application for Flexible    LCDs                                                                                           |
|           |                                                                                                                                                                           |
| 10/16/07  | Wells-Gardner      Announces That Its Wholly Owned Subsidiary American Gaming &      Electronics Is the US Distributor of Choice for Gamesman Brand      Products          |
|           |                                                                                                                                                                           |
| 10/18/07  | Wells-Gardner      Announces Investor Presentation at the Gaming Investment Forum at G2E in      Las Vegas                                                                     |
|           |                                                                                                                                                                           |
| 11/08/07  | Wells-Gardner      Announces Third Quarter 2007 Results                                                                                                                        |
|           |                                                                                                                                                                           |
| 02/14/08  | Wells-Gardner      Announces Fiscal 2007 Earnings of $195,000                                                                                                                  |
|           |                                                                                                                                                                           |
| 02/26/08  | Wells-Gardner      Announces That E-Service Division of Eurocoin Has Been Appointed Sales and      Service Distributor for Europe, Middle East &Africa                     |
|           |                                                                                                                                                                           |
| 03/07/08       | Wells-Gardner      Announces Stock Dividend                                                                                                                                    |
|           |                                                                                                                                                                           |
| 03/12/08       | Wells-Gardner      Announces that Zytronic Displays Ltd Has Appointed American Gaming &      Electronics AS A Gaming Distributor                                           |

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FINANCIALSCHEDULE

|                                            |   | Year      Ended December 31,  |
|-------------------------------------------------|--------|------------------------------------|
| ALLOWANCE FOR DOUBTFUL      ACCOUNTS       |   | 2007                               | 2006 | 2005 |
| Beginning      balance                          |   |                               |   |   | $ | 253 |   |   |   |   | $ | 134 |   |   |   |   | $ | 100 |   |
| Additions      charged to expense               |   |                               |   |   | $ | 79 |   |   |   |   | $ | 214 |   |   |   |   | $ | 38 |   |
| Deductions                                      |   |                               |   |   | $ | (178 | ) |   |   |   | $ | (95 | ) |   |   |   | $ | (4 | ) |
| Balance      at end of year                     |   |                               |   |   | $ | 154 |   |   |   |   | $ | 253 |   |   |   |   | $ | 134 |   |
|                                            |   |                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| INVENTORY      OBSOLESCENCE RESERVE:            |   |                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Beginning      balance                          |   |                               |   |   | $ | 1,935 |   |   |   |   | $ | 993 |   |   |   |   | $ | 380 |   |
| Additions      charged to expense               |   |                               |   |   | $ | 549 |   |   |   |   | $ | 2,018 |   |   |   |   | $ | 697 |   |
| Deductions                                      |   |                               |   |   | $ | (339 | ) |   |   |   | $ | (1,076 | ) |   |   |   | $ | (84 | ) |
| Balance      at end of year                     |   |                               |   |   | $ | 2,145 |   |   |   |   | $ | 1,935 |   |   |   |   | $ | 993 |   |
|                                            |   |                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| DEFERRED      TAX ASSET VALUATION ALLOWANCE:    |   |                               |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Beginning      balance                          |   |                               |   |   | $ | 3,711 |   |   |   |   | $ | 3,886 |   |   |   |   | $ | 2,678 |   |
| Additions      charged (credited to) to expense |   |                               |   |   | $ | (350) |   |   |   |   | $ | (175 | ) |   |   |   | $ | 1,208 |   |
| Balance      at end of year                     |   |                               |   |   | $ | 3,361 |   |   |   |   | $ | 3,711 |   |   |   |   | $ | 3,886 |   |

| WARRANTY      RESERVE:                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|-------------------------------------------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
| Beginning      balance                          |   |   |   |   | $      | 206    |   |   |   |   | $      | 169    |   |   |   |   | $      | 100    |   |   |
| Additions      charged (credited to) to expense |   |   |   |   | $      | (6     | )      |   |   |   | $      | 37     |   |   |   |   | $      | 69     |   |   |
| Balance      at end of year                     |   |   |   |   | $      | 200    |   |   |   |   | $      | 206    |   |   |   |   | $      | 169    |   |   |

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SIGNATURES

|   |   |                    |   |   |   |                                                |   |   |   |                     |
|--------|--------|-------------------------|--------|--------|--------|-----------------------------------------------------|--------|--------|--------|--------------------------|
| By:    |   | /s/      ANTHONY SPIER  |   |   |   | Chairman      of the Board, President               |   |   |   |                     |
|   |   | Anthony      Spier      |   |   |   | &      Chief Executive Officer                  |   |   |   | March      20, 2008      |
|   |   |                    |   |   |   |                                                |   |   |   |                     |
|   |   | /s/      JAMES F. BRACE |   |   |   | Executive      Vice President, Secretary, Treasurer |   |   |   |                     |
|   |   | James      F. Brace     |   |   |   | &      Chief Financial Officer                  |   |   |   |                     |
|   |   |                    |   |   |   | (Principal      Accounting Officer)                 |   |   |   | March 20,      2008 |

|                        |   |   |   |                                  |   |   |   |                     |
|-----------------------------|--------|--------|--------|---------------------------------------|--------|--------|--------|--------------------------|
| /s/      ANTHONY SPIER      |   |   |   | Chairman      of the Board, President |   |   |   |                     |
|        Anthony Spier   |   |   |   | &      Chief Executive Officer    |   |   |   | March 20,      2008 |
|                        |   |   |   |                                  |   |   |   |                     |
| /s/      MERLE BANTA        |   |   |   |                                  |   |   |   |                     |
|        Merle Banta     |   |   |   | Director                              |   |   |   | March 20,      2008 |
|                        |   |   |   |                                  |   |   |   |                     |
| /s/      MARSHALL L. BURMAN |   |   |   |                                  |   |   |   |                     |
| Marshall      L. Burman     |   |   |   | Director                              |   |   |   | March 20,      2008 |
|                        |   |   |   |                                  |   |   |   |                     |
| /s/      FRANK R. MARTIN    |   |   |   |                                  |   |   |   |                     |
|        Frank R. Martin |   |   |   | Director                              |   |   |   | March 20,      2008 |

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