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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-K/A

|    |  |                                              
|--- |  | ---------------------------------------------
|[x] |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
|    |  | OF THE SECURITIES EXCHANGE ACT OF 1934       

For the fiscal year ended June 30, 2003


(Commission File No.) 0-22498



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ACRES GAMING INCORPORATED

(Exact name of Registrant as specified in its charter)


|                                                                     |  |                                               
|-------------------------------------------------------------------- |  | ----------------------------------------------
|Nevada(State or other jurisdiction of
incorporation or organization) |  | 88-0206560(I.R.S. Employer Identification No.)



---

7115 Amigo, Suite 150, Las Vegas, Nevada 89119(Address of principal executive offices)

Registrants telephone number, including area code:

(702) 263-7588

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.01 par value(Title of class)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]

Indicate by check mark whether the Registrant is an accelerated filed (as
defined in Rule 12b-2 of the Securities Exchange Act of
1934).
Yes [X] No [  ]

The aggregate market value of the voting and non-voting common equity held by
non-affiliates of the Registrant computed by reference to the price at which
the common equity was sold, or the average bid and asked prices of such common
equity, as of December 31, 2002 was $49,174,872. For purposes of this
computation, all executive officers and directors of the Registrant have been
deemed affiliates. This shall not be deemed an admission that such persons are
affiliates.

The number of shares outstanding of the Registrants Common Stock, par value
$.01 per share, as of September 30, 2003 was 10,721,765 shares.





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TABLE OF CONTENTS



|                  |                                                                         |  |  |  |  |  |  | 
|----------------- | ----------------------------------------------------------------------- |  |  |  |  |  |  | 
|EXPLANATORY NOTES
|PART III         
|                  | ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT            
|                  | ITEM 11. EXECUTIVE COMPENSATION                                        
|PERFORMANCE GRAPH
|                  | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|                  | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                
|                  | ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                        
|PART IV          
|                  | ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K        
|SIGNATURES       
|INDEX TO EXHIBITS
|EXHIBIT 31.1     
|EXHIBIT 31.2     



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##### Table of Contents






EXPLANATORY NOTES

Certain information required by Part III, Items 10 through 13, was to be
incorporated by reference to the Companys Proxy Statement to be filed in
connection with the Companys 2003 Annual Meeting of Stockholders. The
Companys Definitive Proxy Statement will not be filed with the Commission
within the 120-day period after the end of the Companys fiscal year. Part
III, Items 10 through 14 are hereby amended by this amendment to the Companys
Annual Report on Form 10-K/A.





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##### Table of Contents






PART III




ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information about the Common Stock Nominees and Other Management Personnel:

|                     |  |                                                                |  |     |    |       |  |          |      | 
|-------------------- |  | -------------------------------------------------------------- |  | --- | -- | ----- |  | -------- | ---- | 
|                     |  |                                                                |  |     |    |       |  | Director
|Name                 |  | Positions With the Company                                     |  | Age |    | Since
|                     |  |                                                                |  |     |    |      
|Floyd W. Glisson     |  | Chairman of the Board of Directors and
Chief Executive Officer |  |     | 56 |       |  |          | 1997 | 
|                     |  |                                                                |  |     |    |       |  |          |      | 
|Ronald G. Bennett    |  | Director                                                       |  |     | 57 |       |  |          | 2000 | 
|                     |  |                                                                |  |     |    |       |  |          |      | 
|Robert W. Brown      |  | Director                                                       |  |     | 48 |       |  |          | 2000 | 
|                     |  |                                                                |  |     |    |       |  |          |      | 
|Richard D. Furash    |  | Director                                                       |  |     | 59 |       |  |          | 2001 | 
|                     |  |                                                                |  |     |    |       |  |          |      | 
|Roger B. Hammock     |  | Director                                                       |  |     | 57 |       |  |          | 2000 | 
|                     |  |                                                                |  |     |    |       |  |          |      | 
|David R. Willensky   |  | Director                                                       |  |     | 53 |       |  |          | 2000 | 
|                     |  |                                                                |  |     |    |       |  |          |      | 
|Richard J. Schneider |  | President and Chief Operating Officer                          |  |     | 46 |       |  |          |      | 
|                     |  |                                                                |  |     |    |       |  |          |      | 
|Patrick W. Cavanaugh |  | Senior Vice President, Chief Financial
Officer and Treasurer   |  |     | 43 |       |  |          |      | 
|                     |  |                                                                |  |     |    |       |  |          |      | 
|Reed M. Alewel       |  | Senior Vice President of Sales and Secretary                   |  |     | 39 |       |  |          |      | 

Floyd W. Glissonbecame Chairman of the Board of Directors in April 2000
and has served as the Chief Executive Officer since July 1998. Mr. Glisson
also served as President from July 1998 to April 2000. Mr. Glisson was senior
vice president, finance and administration and chief financial officer for
ConAgra Grocery Products Company, a unit of ConAgra, Inc., from June 1993 to
July 1998. Prior to June 1993, Mr. Glisson was senior vice president, finance
and administration and chief financial officer of Hunt Wesson, Inc., a food
processing company that is a subsidiary of ConAgra, Inc. In addition to
financial and administrative staff functions, Mr. Glisson was also responsible
for Food Service and International Operations.

Ronald
G. Bennett, served as senior vice president and managing director 
human resources of GATX Capital, a leasing company, from December 1999 to June
2001. Mr. Bennett was president of Calavo Growers, a fresh produce and
processed foods cooperative in California from 1997 to 1999. He also served as
president for Hunt-Wesson Foodservice Company, a subsidiary of ConAgra, Inc.,
from 1996 to 1997. Prior to 1996, Mr. Bennett was president of Knotts Berry
Farm Foods, Inc. He has been a director of the Company since 2000.

Robert
W. Brown, has served as the finance and systems director for Talo,
Inc., since November 2001, and as the president of BikeE Corporation, a
designer and manufacturer of recumbent bicycles, since July 2002. From July
1999 to the present, Mr. Brown has also been a self-employed consultant as
president of Brown Financial Consulting, LLC in Corvallis, Oregon. Mr. Brown
served as the Companys executive vice president, chief financial officer and
treasurer from July 1993 to July 1999. Mr. Brown is a Certified Public
Accountant. He has been a director of the Company since 2000.

Richard D. Furash,founded Distance Learning Venture LLC, a training,
education and consulting company, in 2000. Mr. Furash is a lecturer at the
University of Arizona. From 1978 to 2000, he was a partner in Deloitte &
Touche LLP, a global accounting and consulting firm, where he led the consumer
products practice and served as lead partner on major client projects. He has
been a director of the Company since 2001.

Roger
B. Hammock, is a self-employed consultant and has been the president
of San Pasqual Investors in Pasadena, California since April 1990. He was the
founder and chief executive officer of two firms involved in the distribution
and sale of technology related items. He has been a director of the Company
since 2000.





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David
R. Willensky, has been the managing director of The Advisory Group,
a business strategy consulting firm based in Omaha, Nebraska, since he founded
that company in 1998. Mr. Willensky was senior vice president, corporate
planning and development for ConAgra Foods, Inc. from 1994 to 1998. He also
served as managing director of California Strategic Investors, LLC, an
acquisition advisory firm, from 1991 to 1994. Prior to 1991, Mr. Willensky was
a partner with McKinsey & Company, Inc., a management consulting firm. He has
been a director of the Company since 2000.

Richard J. Schneiderhas served the Company as President since April 2000,
and as Chief Operating Officer since July 1999. Mr. Schneider served as Vice
President from July 1999 to April 2000 and as Vice President of Game
Development from December 1997 until July 1999. From September 1995 to
December 1997, Mr. Schneider was the vice president of game engineering for
Casino Data Systems, a designer and manufacturer of casino management
information systems. From 1992 to 1995, Mr. Schneider was the director of
engineering for United Coin Machine Company, the largest slot machine route
operator in Nevada.

Patrick
W. Cavanaughjoined the Company in September 2001 as Senior Vice
President, Chief Financial Officer and Treasurer. From January 1997 until
joining Acres, Mr. Cavanaugh was chief financial officer and treasurer of Oasis
Technologies, Inc., a company that produces networked gaming systems. From
1993 to 1996, Mr. Cavanaugh served as chief financial officer and treasurer of
Casino Data Systems, a designer and manufacturer of casino management
information systems. Prior to 1993, Mr. Cavanaugh served in positions of
increasing responsibility with the international accounting firm of KPMG, most
recently as audit senior manager. Mr. Cavanaugh is a Certified Public
Accountant.

Reed
M. Alewel, has served the Company as Senior Vice President of Sales since
May 2001 and as Secretary since November 1999. Mr. Alewel served as Senior
Vice President from July 2000 to May 2001, Vice President from July 1999 to
July 2000, Chief Financial Officer and Treasurer from July 1999 to May 2001,
Controller from October 1996 to July 1999, and as Assistant Secretary from July
1999 to November 1999. Mr. Alewel was the manager of financial planning and
analysis for the American Italian Pasta Company, a food manufacturing company,
from May 1992 to October 1996. Mr. Alewel is a Certified Public Accountant.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that the Companys officers, directors and persons who own more than 10 percent
of the Common Stock of the Company file with the Securities and Exchange
Commission (the SEC) initial reports of beneficial ownership on Form 3 and
reports of changes in beneficial ownership of Common Stock and other equity
securities of the Company on Form 4 and Form 5. Officers, directors and
holders of more than 10 percent of the Companys Common Stock are required by
SEC regulations to furnish to the Company copies of all Section 16(a) reports
that they file. To the Companys knowledge, based solely on a review of copies
of such reports furnished to the Company and written representation that no
other reports are required, during the 2003 fiscal year all Section 16(a)
filing requirements applicable to its officers, directors and greater than 10
percent beneficial owners were complied with by such persons.





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##### Table of Contents






ITEM 11. EXECUTIVE COMPENSATION

Executive Compensation

The following table sets forth certain information for each of the fiscal
years ended June 30, 2003, 2002 and 2001 regarding compensation accrued or paid
to the Companys Chief Executive Officer and each Executive Officer who accrued
or was paid compensation in excess of $100,000 in the fiscal year ended June
30, 2003 (the Named Executive Officers).

Summary Compensation Table

|                            |                                              |      |        |        |  |       |              |         |              |              |         |         |            |  |           |         |     |   |        |         |    
|--------------------------- | -------------------------------------------- | ---- | ------ | ------ |  | ----- | ------------ | ------- | ------------ | ------------ | ------- | ------- | ---------- |  | --------- | ------- | --- | - | ------ | ------- | ---
|                            |                                              |      |        |        |  |       |              |         |              |              |         |         |            |  | Long-Term |         |     |   |       
|                            |                                              |      |        |        |  |       | Annual       |         | Compensation |              |         |         |           
|                            |                                              |      |        |        |  |       | Compensation |         | Awards       |              |         |         |           
|                            |                                              |      |        |        |  |       |              |         |              |              |         |         |           
|                            |                                              |      | Fiscal |        |  |       |              |         |              |              |         |         | Restricted |  | All Other
|Name and Principle Position |                                              | Year |        | Salary |  | Bonus |              | Stock   |              | Compensation
|                            |                                              |      |        |        |  |       |              |         |              |             
|Floyd W. Glisson            |                                              |      | 2003   |        |  | $     | 300,000      |         |              | $            | 369,000 |         |            |  |          | (1)     |     | $ | 24,744 | (2)    
|                            | Chairman of the Board of Directors and       |      |        | 2002   |  |       |              | 275,000 |              |              |         |        |            |  |           |        | (1) |   |        | 100,093 | (3)
|                            | Chief Executive Officer                      |      |        | 2001   |  |       |              | 300,000 |              |              |         | 250,000 |            |  | $         | 975,000 | (1) |   |        |        |    
|Richard J. Schneider        |                                              |      | 2003   |        |  |       | 192,462      |         |              |              | 96,641  |         |            |  |          |         |     |   | 2,915  | (4)    
|                            | President and Chief Operating Officer        |      |        | 2002   |  |       |              | 178,000 |              |              |         |        |            |  |           |        |     |   |        |        |    
|                            |                                              |      | 2001   |        |  |       | 175,000      |         |              |              | 54,688  |         |            |  |          |         |     |   |       |        
|Patrick W. Cavanaugh        |                                              |      | 2003   |        |  |       | 151,634      |         |              |              | 50,687  |         |            |  |          |         |     |   | 2,115  | (4)    
|                            | Senior Vice President, Chief Financial       |      |        | 2002   |  |       |              | 115,000 |              |              |         |        |            |  |           |        |     |   |        |         |    
|                            | Officer & Treasurer(5)                       |      |        |        |  |       |              |         |              |              |         |         |            |  |           |         |     |   |        |         |    
|Reed M. Alewel              |                                              |      | 2003   |        |  |       | 143,215      |         |              |              | 62,550  |         |            |  |          |         |     |   | 2,181  | (4)    
|                            | Senior Vice President of Sales and Secretary |      |        | 2002   |  |       |              | 136,000 |              |              |         |        |            |  |           |        |     |   |        |        |    
|                            |                                              |      | 2001   |        |  |       | 135,000      |         |              |              | 33,750  |         |            |  |          |         |     |   |       |        



|(1) |  | Mr. Glisson was granted 300,000 shares of restricted common stock pursuant to his Employment Agreement, dated as of January 1, 2001, which was amended pursuant
to Amendment No. 1 to Employment Agreement, dated as of June 29, 2003. Half, or 150,000 shares, of the restricted shares vested on June 9, 2003 and the remainder
vest on June 30, 2005, subject to accelerated vesting upon an involuntary termination of his employment with the Company other than for cause. Dividends will be
paid on Mr. Glissons shares of restricted stock if dividends are paid on the Companys outstanding shares of Common Stock. As of June 30, 2003 and 2002, Mr.
Glissons restricted common stock was valued in the aggregate at $3,378,000 and $1,374,000, respectively.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Represents the Companys contributions to Mr. Glissons 401(k) account of $6,000, reimbursement of his monthly country club dues of $5,500 and medical and
disability insurance premiums of $13,244.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(3) |  | Mr. Glisson received reimbursement of certain expenses he incurred in conjunction with his relocation to Las Vegas, Nevada in the amount of $49,925 and for the
cost of his country club membership and associated monthly dues in the amount of $50,168.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|(4) |  | Represents the Companys contribution to the executives 401(k) account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(5) |  | Mr. Cavanaugh became Senior Vice President, Chief Financial Officer and Treasurer in September 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

There were no grants of stock options to the Named Executive Officers
during the fiscal year ended June 30, 2003.





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There were no exercises of stock options by the Named Executive Officers
during the fiscal year ended June 30, 2003. The following table sets forth the
number of securities underlying unexercised options and the value of
unexercised in-the-money options at fiscal year end.

Aggregated Fiscal Year-End Option Values

|                     |  |                                        |  |                                   |                   | 
|-------------------- |  | -------------------------------------- |  | --------------------------------- | ----------------- | 
|                     |  | Number of Securities Underlying        |  | Value of Unexercised In-The-Money
|                     |  | Unexercised Options at Fiscal Year End |  | Options at Fiscal Year End       
|Name                 |  | Exercisable/Unexercisable              |  | Exercisable/Unexercisable(1)     
|                     |  |                                        |  |                                  
|Floyd W. Glisson     |  | 142,500/0                              |  |                                   | $1,417,519/$0.00  | 
|Richard J. Schneider |  | 108,000/32,000                         |  |                                   | $886,825/$180,800 | 
|Patrick W. Cavanaugh |  | 16,000/24,000                          |  |                                   | $135,360/$203,040 | 
|Reed M. Alewel       |  | 100,000/0                              |  |                                   | $802,001/$0.00    | 



|(1) |  | The market price of the Companys Common Stock was $11.26 at June 30,
2003.
|--- |  | ---------------------------------------------------------------------------

Retirement Savings Plan

The Company has a profit sharing plan that operates under the provisions
of Section 401(k) of the Internal Revenue Code and covers substantially all
full-time employees. Employer contributions may be made at the discretion of
the Board of Directors. Employer contributions were $83,000 for the year ended
June 30, 2003.





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Compensation of Directors

Non-employee directors receive an annual fee of $25,000 and $1,000 per
board meeting or committee meeting (other than meetings held in connection with
a board meeting) plus expenses. Non-employee directors also receive options to
purchase 7,500 shares of the Companys Common Stock at a price equal to fair
market value on the date they are first elected to the board; 25 percent of
those options vest immediately; the balance over three years. In addition,
non-employee directors are granted options to purchase an additional 2,500
shares of Common Stock at each annual meeting of stockholders after such
director has served a full year. Those options vest over three years on the
same basis as the initial option grants.

Employment Contracts

The Company entered into an employment agreement with Floyd W. Glisson,
its Chief Executive Officer, effective as of January 1, 2001, which was amended
pursuant to Amendment No. 1 to Employment Agreement, dated as of June 29, 2003
(the Employment Agreement). Pursuant to the Employment Agreement, Mr.
Glisson was awarded 300,000 shares of restricted stock, half, or 150,000
shares, of which vested on June 9, 2003 and the remainder vest on June
30, 2005, subject to accelerated vesting upon an involuntary termination of his
employment with the Company other than for cause. Mr. Glissons base salary
for fiscal 2003 was $300,000, with a target bonus of 60% of base salary.
Effective July 1, 2003, his base salary is $325,000 per year and his target
bonus is 66 2/3% of base salary

Pursuant to provisions in the Employment Agreement that will take effect
if and when the merger with International Game technology (IGT) becomes
effective, Mr. Glisson has agreed to remain the Chief Executive Officer of the
surviving company until the first anniversary of the merger. His base salary
will remain $325,000 per year, but the time he will be required to work will
decline incrementally over the term of the agreement to 25% in the last quarter
of his employment. Provided he is still employed with Acres on the first
anniversary of the effective date of the merger (or is earlier terminated other
than for cause), he will receive his target bonus of 66 2/3% of base salary as
a guaranteed bonus. Pursuant to the Employment Agreement as amended, Mr.
Glisson will be entitled to the remainder of his base salary plus his
guaranteed bonus upon termination of his employment other than for cause. In
addition, Mr. Glisson has agreed to defer his right to receive a termination
payment of 1.6 times his base salary, which would become due to him under his
original employment agreement if he were to terminate his employment for any
reason after the merger, until the first anniversary of the merger (or any
earlier termination of the Employment Agreement).

As of June 29, 2003, the Company entered into an employment agreement with
Richard J. Schneider, its President and Chief Operating Officer. Pursuant to
his employment agreement, Mr. Schneider will continue as President and Chief
Operating Officer of the surviving company in the merger with IGT. Mr.
Schneiders base salary will continue to be $200,000 per year, and he will be
eligible to be paid an annual bonus in an amount up to a maximum of 200% of his
base salary. The agreement commences on the effective date of the merger and
runs for three years. Under certain circumstances, Mr. Schneider will be
entitled to payment of six months salary in connection with termination of his
employment. Mr. Schneider will receive an option to purchase 35,000 shares of
IGT common stock at an exercise price equal to the closing price of IGT common
stock on the effective date. The option grant will be governed by the
provisions of IGTs 2002 Stock Option Plan. One-fifth (1/5) of the option will
vest on each of the first five anniversaries of the effective date. Our board
of directors also granted Mr. Schneider a bonus of $40,000 payable if he is an
employee of ours at the effective date of the merger.

Compensation Committee

In fiscal 2003, the Compensation Committee consisted of Ronald G. Bennett,
Chairman, Richard D. Furash, Roger B. Hammock and David R. Willensky. The
Compensation Committee makes recommendations to the Board regarding officers
compensation, management incentive compensation arrangements and administers
the Companys Stock Option and Incentive Plan.





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Report on Executive Compensation

The underlying objectives of the Companys compensation strategy are to
attract and retain the best possible executive talent, to motivate those
executives to achieve optimum operating performance for the Company, to link
executive and stockholder interests through equity-based plans and to provide a
compensation package that recognizes individual contributions as well as
overall business results. There are three components to the Companys
executive compensation: base salary, long-term incentives in the form of stock
options, and incentive (bonus) payments.

Base Salary. Base salary for each executive officer, other than those for
Mr. Glisson, was determined by an assessment of his or her sustained
performance, advancement potential, experience, responsibility, scope and
complexity of the position, and current salary in relation to salary levels for
comparable positions in the industry, based on the Companys general awareness
of such salary levels. Mr. Glissons compensation for the fiscal year ended
June 30, 2003, is based on his Employment Agreement with the Company.

Long-Term Incentives. Stock options have been granted to the Chief
Executive Officer and other executive officers to encourage management of the
Company from the perspective of an owner with an equity interest in the
Company. Vesting is used to encourage key employees to continue in the employ
of the Company. In general, compensation payments in excess of $1 million to
any of the Named Executive Officers are subject to a limitation on
deductibility for the Company under Section 162(m) of the Code. However,
certain performance-based compensation is not subject to such limitation.
Awards granted under the Companys stock option incentive plans qualify for
such performance-based exception.

Annual Incentives. Certain members of management may participate in an
annual incentive plan, the goals of which are determined annually by the
Companys Board of Directors. Payments under the annual incentive plan
aggregated $1,044,470 with respect to the fiscal year ended June 30, 2003.

Chief Executive Officer.Mr. Glissons compensation is based on his
Employment Agreement, which also includes bonus provisions related to the
Companys performance. Mr. Glissons compensation as set forth in his
Employment Agreement is derived from the value of his industry expertise and
the compensation of comparable industry executives.

| |  |                                            
| |  | -------------------------------------------
| |  | Compensation Committee Report submitted by:
| |  | Ronald G. Bennett, Chairman                
| |  | Richard D. Furash                          
| |  | Roger B. Hammock                           
| |  | David R. Willensky                         

Compensation Committee Interlocks and Insider Participation

The Compensation Committee is comprised of non-employee directors of the
Company. No executive officer of the Company serves as a member of the board
of directors or compensation committee of any entity that has one or more
executive officers serving as a member of the Companys Board of Directors or
Compensation Committee.





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Performance Graph

The following graph compares total cumulative return to holders of the
Companys Common Stock with the cumulative total return of the Nasdaq US Stock
Market and a peer group index created by the Company for the five year period
ended June 30, 2003. The Company uses a peer group (the Peer Group) which
consists of the following companies: Shuffle Master, Alliance Gaming
Corporation, International Game Technology, Mikohn Gaming Corporation, WMS
Industries and Innovative Gaming Corp. of America.




PERFORMANCE GRAPH

(PERFORMANCE GRAPH)

|                      |  |         |        |         |  |         |        |         |  |         |        |         |  |   |        |  |  |   |        |  |  |   |        | 
|--------------------- |  | ------- | ------ | ------- |  | ------- | ------ | ------- |  | ------- | ------ | ------- |  | - | ------ |  |  | - | ------ |  |  | - | ------ | 
|Total Return Analysis |  | 6/30/98 |        | 6/30/99 |  | 6/30/00 |        | 6/30/01 |  | 6/30/02 |        | 6/30/03
|                      |  |         |        |         |  |         |        |         |  |         |        |        
|Acres Gaming          |  | $       | 100.00 |         |  | $       | 40.00  |         |  | $       | 35.00  |         |  | $ | 99.20  |  |  | $ | 91.60  |  |  | $ | 225.20 | 
|Peer Group            |  |         | 100.00 |         |  |         | 151.77 |         |  | $       | 157.96 |         |  |   | 413.58 |  |  |   | 278.74 |  |  |   | 405.03 | 
|Nasdaq Composite      |  |         | 100.00 |         |  |         | 143.67 |         |  | $       | 212.43 |         |  |   | 115.46 |  |  |   | 78.65  |  |  |   | 87.33  | 

Assumes $100 invested in the Companys Common Stock, the Nasdaq Stock
Market and the Peer Group, with all dividends reinvested. Stock price shown
above for the Common Stock is historical and not necessarily indicative of
future price performance.





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##### Table of Contents






ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership

The following table sets forth information regarding the beneficial
ownership of shares of the Companys Common Stock by each director of the
Company, by each Named Executive Officer, by all directors and executive
officers of the Company as a group, and by each stockholder who is known by the
Company to own more than 5 percent of the Companys Common Stock as of
September 30, 2003.

|                                                            |                                               |                        |                  |                 |            |  |     |     |  
|----------------------------------------------------------- | --------------------------------------------- | ---------------------- | ---------------- | --------------- | ---------- |  | --- | --- | -
|                                                            |                                               |                        | Number of Shares |                 | Percent of
|Beneficial Owner                                            |                                               | Beneficially Owned (1) |                  | Outstanding (2)
|                                                            |                                               |                        |                  |                
|Directors and Executive Officers                            |                                               |                        |                  |                 |            |  |     |    
|Floyd W. Glisson                                            |                                               |                        | 523,500          | (3)             |            |  | 4.8 | %  
|Robert W. Brown                                             |                                               |                        | 118,250          | (4)             |            |  | 1.1 | %  
|Richard J. Schneider                                        |                                               |                        | 108,000          | (5)             |            |  | 1.0 | %  
|Reed M. Alewel                                              |                                               |                        | 104,509          | (6)             |            |  | 1.0 | %  
|David R. Willensky                                          |                                               |                        | 19,800           | (7)             |            |  | *   |    
|Roger B. Hammock                                            |                                               |                        | 17,700           | (8)             |            |  | *   |    
|Patrick W. Cavanaugh                                        |                                               |                        | 16,000           | (9)             |            |  | *   |    
|Ronald G. Bennett                                           |                                               |                        | 7,500            | (10)            |            |  | *   |    
|Richard D. Furash                                           |                                               |                        | 4,375            | (11)            |            |  | *   |    
|All directors and executive
officers as a group (9 persons) |                                               |                        | 919,634          | (12)            |            |  | 8.2 | %  
|Principal Shareholders                                      |                                               |                        |                  |                 |            |  |     |    
|Delta Partners LLC                                          |                                               |                        |                  |                 |            |  |     |    
|                                                            | One Financial Center, Suite 1600              |                        |                  | 705,200         | (13)       |  |     | 6.6 | %
|                                                            | Boston, MA 02111                              |                        |                  |                 |            |  |     |     |  
|Walker Smith Capital, L.P.                                  |                                               |                        | 690,700          | (14)            |            |  | 6.4 | %  
|                                                            | 300
Cresent Court, Suite 880
Dallas, TX 75201 |                        |                  |                 |            |  |     |     |  



---

|*   |  | Less than 1%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | Beneficial Ownership is defined pursuant to Rule 13d-3 of the Exchange
Act, and generally means any person who directly or indirectly has or
shares voting or investment power with respect to a security. A person
shall be deemed to be the beneficial owner of a security if that person
has the right to acquire beneficial ownership of such security within 60
days, including, but not limited to, any right to acquire such security
through the exercise of any option or warrant or through the conversion of
a security. Each person has sole voting and sole dispositive power with
respect to all outstanding shares, except as noted.
|   
|(2) |  | Based on 10,721,765 shares outstanding at September 30, 2003. Any
securities not outstanding that are subject to options or warrants held by
a person shall be deemed to be outstanding for the purpose of computing
the percentage of outstanding securities of the class owned by such
person, but shall not be deemed to be outstanding for the purpose of
computing the percentage of the class owned by any other person.                                                                                                                                                                                                                       
|   
|(3) |  | Includes 81,000 shares owned jointly with Mr. Glissons wife as trustees
of the Glisson Family Trust, with respect to which Mr. Glisson has shared
voting and shared dispositive powers, 150,000 shares of restricted stock
and 142,500 shares subject to options exercisable within 60 days of
September 30, 2003.                                                                                                                                                                                                                                                                                                                                  
|   
|(4) |  | Includes 2,000 shares Mr. Brown holds as trustee for the benefit of his
minor children, with respect to which he has sole voting and dispositive
powers, and 116,250 shares subject to options exercisable within 60 days
of September 30, 2003.                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|(5) |  | Includes 108,000 shares subject to options exercisable within 60 days of
September 30, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(6) |  | Includes 2,000 shares owned jointly with Mr. Alewels wife and 339 shares
held as trustee for the benefit of his minor children, with respect to
which Mr. Alewel has shared voting and shared dispositive powers. Also
includes 620 shares held by Mr. Alewels wife                                                                                                                                                                                                                                                                                                                                                                                





---



##### Table of Contents



|     |  | with respect to which he has
no voting or dispositive powers. Includes 100,000 shares subject to
options exercisable within 60 days of September 30, 2003.                                                                                                                                                   
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(7)  |  | Includes 300 shares held by Mr. Willenskys wife with respect to which he
has no voting or dispositive powers and 7,500 shares subject to options
exercisable within 60 days of September 30, 2003.                                                                                                          
|    
|(8)  |  | Includes 4,000 shares owned jointly with Mr. Hammocks wife with respect
to which Mr. Hammock has shared voting and shared dispositive powers and
700 shares held as trustee for the benefit of his children. Also includes
7,500 shares subject to options exercisable within 60 days of September
30, 2003.
|    
|(9)  |  | Includes 16,000 shares subject to options exercisable within 60 days of
September 30, 2003.                                                                                                                                                                                                                  
|    
|(10) |  | Includes 7,500 shares subject to options exercisable within 60 days of
September 30, 2003.                                                                                                                                                                                                                   
|    
|(11) |  | Includes 4,375 shares subject to options exercisable within 60 days of
September 30, 2003.                                                                                                                                                                                                                   
|    
|(12) |  | Includes 509,625 shares subject to options exercisable within 60 days of
September 30, 2003.                                                                                                                                                                                                                 
|    
|(13) |  | Based solely on a Schedule 13G, dated December 31, 2002, filed with the
Securities and Exchange Commission on January 29, 2003.                                                                                                                                                                              
|    
|(14) |  | Based solely on a Schedule 13G, dated February 14, 2003, filed with the
Securities and Exchange Commission on February 14, 2003.                                                                                                                                                                             

Disclosure Regarding the Companys Equity Compensation Plans

The Company maintains its 1993 Stock Option and Incentive Plan (the 1993
Plan) which governs outstanding equity awards that were granted under the 1993
Plan and its 2002 Stock Incentive Plan (the 2002 Plan), pursuant to which the
Company may grant equity awards to eligible persons. The Companys Board of
Directors adopted the 1993 Plan in July 1993 and it was approved by the
shareholders in July 1993. In 1996 the Company amended the 1993 Plan, and
these amendments were approved by the shareholders in October 1996. The
Companys Board of Directors adopted the 2002 Plan in October 2002 and it was
approved by the shareholders in January 2003, on which date the 1993 Plan was
terminated with respect to new awards. In addition, the Company has issued
equity awards outside of its 1993 Plan and 2002 Plan to three of its officers,
Floyd W. Glisson, Richard J. Schneider and Reed M. Alewel. The material terms
of these awards are described below.

The following table summarizes information about equity awards under the
Companys 1993 and 2002 Plans and those issued outside of these Plans as of
June 30, 2003:

|                                                           |       |          |                      |           |                   |                        |                      |      |                     |  |         |         | 
|---------------------------------------------------------- | ----- | -------- | -------------------- | --------- | ----------------- | ---------------------- | -------------------- | ---- | ------------------- |  | ------- | ------- | 
|                                                           |       |          | Number of shares of  |           |                   |                        |                      |      | Number of Shares of
|                                                           |       |          | Common Stock to be   |           | Weighted Average  |                        | Common Stock        
|                                                           |       |          | issued upon exercise |           | Exercise Price of |                        | Available for Future
|                                                           |       |          | of Outstanding       |           | Outstanding       |                        | Issuance (excluding 
|Plan Category                                              |       | Options* |                      | Options   |                   | shares
reflected in *)
|Equity compensation
plans approved by
security holders     |       |          | 941,000              |           |                   | $                      | 4.56                 |      |                     |  | 906,400 | (1)    
|Equity compensation
plan not approved by
security holders: |       |          |                      |           |                   |                        |                      |      |                     |  |         |        
|Richard J. Schneider(2)                                    |       |          | 25,000               |           |                   | $                      | 1.00                 |      |                     |  | N/A     |        
|Reed M. Alewel(3)                                          |       |          | 25,000               |           |                   | $                      | 1.00                 |      |                     |  | N/A     |        
|Floyd W. Glisson(4)                                        |       |          | 135,000              |           |                   | $                      | 1.00                 |      |                     |  | N/A     |        
|                                                           |       |          |                      |           |                   |                        |                      |      |                     |  |         |        
|                                                           | Total |          |                      | 1,126,000 |                   |                        | $                    | 3.98 |                     |  |         | 906,400 | 
|                                                           |       |          |                      |           |                   |                        |                      |      |                     |  |         |        





---



##### Table of Contents



(1) Consists of shares reserved for issuance under the 2002 Plan. Up to an
additional 301,300 shares that are subject to outstanding options under the
1993 Plan may become available for issuance under the 2002 Plan if they cease
to be subject to such options (other than by reason of settlement or exercise).
The Company awards stock options to non-employee directors under the Companys
plans pursuant to a formula established by the Board of Directors as follows:
(1) an initial grant to purchase 7,500 shares of the Companys Common Stock as
of the date of the directors initial election or appointment to the Board and
(2) an annual grant to purchase 2,500 shares of Common Stock immediately
following each years annual shareholders meeting. Stock options granted under
this program will vest and become exercisable with respect to 25% of the shares
at grant and with respect to the remainder of the shares over the 3-year period
following the grant date (assuming continued Board service).

(2) Options were issued pursuant to a Nonqualified Stock Option Agreement
dated December 8, 1999 between the Company and Mr. Schneider. The exercise
price for the options is $1.00 per share. The options vested as follows: 25%
vested on December 8, 1999, and 25% vested on April 1, 2000, 2001 and 2002,
respectively. The options expire on December 8, 2009.

(3) Options were issued pursuant to a Nonqualified Stock Option Agreement
dated December 8, 1999 between the Company and Mr. Alewel. The exercise price
for the options is $1.00 per share. The options vested as follows: 25% vested
on December 8, 1999, and 25% vested on April 1, 2000, 2001 and 2002,
respectively. The options expire on December 8, 2009.

(4) Options were issued pursuant to a Nonqualified Stock Option Agreement
dated December 8, 1999 between the Company and Mr. Glisson. The exercise price
for the options is $1.00 per share. All of the options vested on December 8,
1999. The options expire on December 8, 2009.

Summary Description of Equity Compensation Awards Outside of the Plans

Non-Plan Options

In December 1999, the Companys Board of Directors granted nonqualified
stock options outside the 1993 Plan to three of the Companys officers for the
numbers of shares and upon the terms set forth in the table above (the
Non-Plan Options). The Non-Plan Options were not submitted to the Companys
stockholders for approval.

Administration

The Companys Board of Directors has the sole authority to determine the
terms of awards and other terms, conditions and restrictions of the Non-Plan
Options.

Terms and Conditions of Options

The Non-Plan Options are non-transferable except to the extent permitted
by the agreement evidencing such Non-Plan Option; provided, however, that no
Non-Plan Option will be transferable by any optionee other than by will or the
laws of descent and distribution.

Termination and Amendment

The Non-Plan Options will terminate on December 8, 2009, unless earlier
terminated upon the termination of employment or death of the holder of the
Non-Plan Option. The Non-Plan Options may be amended at any time by the Board
of Directors, subject to approval by the holder of such Non-Plan Option with
respect to any amendment that would materially and adversely affect the rights
of the holder of such Non-Plan Option.

Federal Income Tax Consequences

The following discussion summarizes the material federal income tax
consequences to the holders of the Non-Plan Options. The discussion is general
in nature and does not address issues related to the tax circumstances of any
particular holder. The discussion is based on federal income tax laws in
effect on the date hereof and is, therefore, subject to possible future changes
in law. The discussion does not address state, local or foreign consequences.





---



##### Table of Contents



The Non-Plan Options are nonqualified stock options for tax purposes.
There are no tax consequences to the Company or the optionee upon the grant of
a non-qualified stock option (NSO). Upon the exercise of an NSO, an optionee
recognizes ordinary income equal to the difference between the exercise price
for the shares and the fair market value of the shares on the date of exercise.
The Company is entitled to a corresponding tax deduction equal to the amount
of income recognized by the optionee at the time of recognition by the
optionee, provided that the Company meets its federal income and employment tax
withholding obligations and that the deduction is not otherwise disallowed by
the Code.

Restricted Stock Award

The Company issued 300,000 shares of restricted Common Stock to Floyd W.
Glisson, its Chairman and Chief Executive Officer, in connection with his
employment agreement dated as of January 1, 2001, which was amended pursuant to
Amendment No. 1 to Employment Agreement dated as of June 29, 2003. This
restricted stock award was not submitted to the Companys stockholders for
approval. See Note 3 Commitments And Contingencies  Deferred Compensation
to the Notes to Consolidated Financial Statements for a more detailed
description of the restricted stock award.




ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There are no relationships or transactions that have been conducted during
the fiscal year, or that are planned, that would require disclosure under this
item.




ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Not applicable.




PART IV




ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K

|    |  |     |  |                     
|--- |  | --- |  | --------------------
|(a) |  | (1) |  | Financial Statements



| |                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The financial statements were set forth under Item 8 of the Annual
Report on Form 10-K filed by the Company on September 26, 2003.
Financial statement schedules were omitted since they were either not
required, not applicable, or the information was otherwise included.

| |  |     |  |         
| |  | --- |  | --------
| |  | (2) |  | Exhibits



| |                         
| | ------------------------
| | See
Index to Exhibits.

|    |  |                     |  | 
|--- |  | ------------------- |  | 
|(b) |  | Reports on Form 8-K



| |                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The Company did not file any reports on Form 8-K during the quarter
ended June 30, 2003. The Company furnished to the SEC reports on Form
8-K on April 24, 2003, to furnish the press release announcing, among
other things, the settlement of patent litigation, and May 5, 2003, to
furnish the press release announcing our financial results for the fiscal
quarter ended March 31, 2003.





---



##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

Date: October 24, 2003

| |                                        |                                                                                  
| | -------------------------------------- | ---------------------------------------------------------------------------------
| | ACRES GAMING INCORPORATED
(Registrant)
| |                                        |                                                                                  
| | By:                                    | /s/ Patrick W. Cavanaugh                                                         
| |                                       
| |                                        | Patrick W. Cavanaugh
Senior Vice President, Chief Financial Officer
and Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

|                       |                          |                                                                                                                               
|---------------------- | ------------------------ | ------------------------------------------------------------------------------------------------------------------------------
|Date: October 24, 2003 | /s/ Floyd W. Glisson    
|                       |                         
|                       |                          | Floyd W. Glisson
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)                              
|                       |                          |                                                                                                                               
|Date: October 24, 2003 | /s/ Patrick W. Cavanaugh
|                       |                         
|                       |                          | Patrick W. Cavanaugh
Senior Vice President, Chief Financial Officer
and Treasurer
(Principal Financial and Accounting Officer)
|                       |                          |                                                                                                                               
|Date: October 24, 2003 | /s/ Ronald G. Bennett*  
|                       |                         
|                       |                          | Ronald G. Bennett
Director                                                                                                    
|                       |                          |                                                                                                                               
|Date: October 24, 2003 | /s/ Robert W. Brown*    
|                       |                         
|                       |                          | Robert W. Brown
Director                                                                                                      
|                       |                          |                                                                                                                               
|Date: October 24, 2003 | /s/ Richard D. Furash*  
|                       |                         
|                       |                          | Richard D. Furash
Director                                                                                                    
|                       |                          |                                                                                                                               
|Date: October 24, 2003 | /s/ Roger B. Hammock*   
|                       |                         
|                       |                          | Roger B. Hammock
Director                                                                                                     
|                       |                          |                                                                                                                               
|Date: October 24, 2003 | /s/ David R. Willensky* 
|                       |                         
|                       |                          | David R. Willensky
Director                                                                                                   

|     |                                        | 
|---- | -------------------------------------- | 
|*By: | /s/ Patrick W. Cavanaugh               | 
|     |                                        | 
|     | Patrick W. Cavanaugh, Attorney-in-Fact | 





---



##### Table of Contents






INDEX TO EXHIBITS

| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  | ------- | ------ | ----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Exhibit |        |            
| |  | No.     |        | Description
| |  |         |        |            
| |  |         | 2.1    |             |  | Agreement and Plan of Merger dated as of June 29,
2003, by and among Acres Gaming Incorporated,
International Game Technology and NWAC Corp. (1)                                                                                                                                            
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | 3.1    |             |  | Articles of Incorporation of Acres Gaming
Incorporated, as amended (2)                                                                                                                                                                                                                      
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | 3.2    |             |  | Bylaws of Acres Gaming Incorporated, as amended (3)                                                                                                                                                                                                                                         
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | 4.1    |             |  | Convertible Subordinated Debentures and Warrants
Purchase Agreement dated December 21, 2001, by and
between Acres Gaming Incorporated, Deephaven
Private Placement Trading Ltd., Omicron Partners,
LP and Riverview Group, LLC (4)                                                          
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | 4.2    |             |  | Form of Convertible Subordinated Debentures dated
December 21, 2001, entered into by Acres Gaming
Incorporated and each of Deephaven Private
Placement Trading Ltd., Omicron Partners, LP and
Riverview Group, LLC in the amounts of $1,500,000,
$1,000,000 and $2,500,000, respectively (4)
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | 4.3    |             |  | Form of Stock Purchase Warrant dated December 21,
2001, issued by Acres Gaming Incorporated to each
of Deephaven Private Placement Trading Ltd.,
Omicron Partners, LP and Riverview Group, LLC for
53,302, 35,535 and 88,837 shares of common stock,
respectively (4)                       
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | 4.4    |             |  | Registration Rights Agreement dated December 21,
2001, by and between Acres Gaming Incorporated to
each of Deephaven Private Placement Trading Ltd.,
Omicron Partners, LP and Riverview Group, LLC (4)                                                                                      
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | 4.5    |             |  | Stock Purchase Warrant dated December 21, 2001,
issued by Acres Gaming Incorporated to Roth
Capital Partners, LLC (4)                                                                                                                                                                       
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | +10.1  |             |  | Acres Gaming Incorporated 1993 Stock Option and
Incentive Plan, as amended (2)                                                                                                                                                                                                              
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | +10.2  |             |  | Employment Agreement dated July 1, 1996 between
the Company and John F. Acres (2)                                                                                                                                                                                                           
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | +10.3  |             |  | Amendment to Employment Agreement dated July 20,
1998 between the Company and John F. Acres (5)                                                                                                                                                                                             
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | 10.4   |             |  | Lease dated March 3, 1998 between the Company and
#26 McCarran Center, LC (6)                                                                                                                                                                                                               
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | 10.5   |             |  | Lease dated August 5, 1999, between the Company
and Avery Investments (7)                                                                                                                                                                                                                   
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | 10.6   |             |  | System Upgrade Agreement dated June 7, 1999
between Crown Limited and the Company (8)                                                                                                                                                                                                       
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | +10.7  |             |  | Nonqualified Stock Option Agreement between Acres
Gaming Incorporated and Richard Schneider dated
December 8, 1999.(9)                                                                                                                                                                      
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | +10.8  |             |  | Nonqualified Stock Option Agreement between Acres
Gaming Incorporated and Reed Alewel dated December
8, 1999.(9)                                                                                                                                                                            
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | +10.9  |             |  | Nonqualified Stock Option Agreement between Acres
Gaming Incorporated and Floyd Glisson dated
December 8, 1999.(9)                                                                                                                                                                          
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | 10.10  |             |  | Product Sales, Delivery and License Agreement
dated December 8, 2000 between Acres Gaming
Incorporated and IGT (10)                                                                                                                                                                         
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | 10.11  |             |  | Acres Software Maintenance Agreement dated
December 8, 2000 between Acres Gaming Incorporated
and IGT (10)                                                                                                                                                                                  
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | 10.12  |             |  | Equipment Sale Agreement dated February 14, 2001
between AGI Distribution Inc. and Acres Gaming
Incorporated and Station Casinos, Inc. and
Stations affiliates (11)                                                                                                                        
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | +10.13 |             |  | Employment Agreement between Acres Gaming
Incorporated and Floyd W. Glisson dated as of
January 1, 2001 (12)                                                                                                                                                                                
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | 10.14  |             |  | Lease dated July 30, 2001 between the Company and
URS Corporation (13)                                                                                                                                                                                                                      
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | 10.15  |             |  | First Amendment to Lease between the Company and
URS Corporation dated as of February 21, 2003.(14)                                                                                                                                                                                         
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | +10.16 |             |  | Amendment No. 1 to Employment Agreement between
Acres Gaming Incorporated and Floyd W. Glisson
dated as of June 29, 2003.(14)                                                                                                                                                               
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | +10.17 |             |  | Employment Agreement between Acres Gaming
Incorporated and Richard J. Schneider dated as of
June 29, 2003.(14)                                                                                                                                                                              
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | 21.1   |             |  | Subsidiaries of the Registrant(14)                                                                                                                                                                                                                                                          
| |  |         |        |             |  |                                                                                                                                                                                                                                                                                             
| |  |         | 23.1   |             |  | Consent of PricewaterhouseCoopers LLP, Independent
Accountants(14)                                                                                                                                                                                                                          





---



##### Table of Contents



| |  |         |      |             |  |                                                                                                       
| |  | ------- | ---- | ----------- |  | ------------------------------------------------------------------------------------------------------
| |  | Exhibit |      |            
| |  | No.     |      | Description
| |  |         |      |            
| |  |         | 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 |             |  | Certification of Chief Executive Officer Pursuant
to Section 906 of the Sarbanes Oxley Act of
2002(14)
| |  |         |      |             |  |                                                                                                       
| |  |         | 32.2 |             |  | Certification of Chief Financial Officer Pursuant
to Section 906 of the Sarbanes Oxley Act of
2002(14)



---

|+    |  | Management contract or compensatory plan or arrangement.                                                                                                                         
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(1)  |  | Incorporated by reference to Appendix A to the Companys Definitive Proxy
Statement on Schedule 14A, previously filed with the Commission on August
15, 2003.                    
|    
|(2)  |  | Incorporated by reference to the exhibits to the Companys Quarterly
Report on Form 10-Q for the quarterly period ended December 31, 1996,
previously filed with the Commission. 
|    
|(3)  |  | Incorporated by reference to the exhibits to the Companys Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 1996,
previously filed with the Commission.
|    
|(4)  |  | Incorporated by reference to the exhibits to the Companys Registration
Statement on Form S-3 (File No. 333-77050), previously filed with the
Commission on January 18, 2002.    
|    
|(5)  |  | Incorporated by reference to the exhibits to the Companys Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 1998,
previously filed with the Commission.
|    
|(6)  |  | Incorporated by reference to the exhibits to the Companys Annual Report
on Form 10-K for the year ended June 30, 1998, previously filed with the
Commission.                    
|    
|(7)  |  | Incorporated by reference to the exhibits to the Companys Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 1999,
previously filed with the Commission.
|    
|(8)  |  | Incorporated by reference to the exhibits to the Companys Annual Report
on Form 10-K for the year ended June 30, 1999, previously filed with the
Commission.                    
|    
|(9)  |  | Incorporated by reference to the exhibits to the Companys Registration
Statement on Form S-8 (File No. 333-99945), previously filed with the
Commission on September 20, 2002.  
|    
|(10) |  | Incorporated by reference to the exhibits to the Companys Quarterly
Report on Form 10-Q for the quarterly period ended December 31, 2000,
previously filed with the Commission. 
|    
|(11) |  | Incorporated by reference to the exhibits to the Companys Quarterly
Report on Form 10-Q for the quarterly period
ended March 31, 2001, previously filed with the Commission.    
|    
|(12) |  | Incorporated by reference to the exhibits to the Companys Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2001,
previously filed with the Commission.
|    
|(13) |  | Incorporated by reference to the exhibits to the Companys Annual Report
on Form 10-K for the year ended June 30, 2001, previously filed with the
Commission.                    
|    
|(14) |  | Incorporated by reference to the exhibits to the Companys Annual Report
on Form 10-K for the year ended June 30, 2003, previously filed with the
Commission.