Registration No. ______

==============================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                               -----------
                                 FORM S-8

                          Registration Statement
                                  Under
                        the Securities Act of 1933
                                 _______

                       Alliance Gaming Corporation
          (Exact name of registrant as specified in its charter)
                                 ________

            Nevada                                            88-0104066
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

                         6601 South Bermuda Road
                      Las Vegas, Nevada  89119-3605
                             (702) 270-7600
      (Address, Including Zip Code, and Telephone Number, Including
         Area Code, of Registrant's Principal Executive Offices)

                            1991 Incentive Plan
                 1991 Non-Employee Directors' Option Plan
                 1994 Non-Employee Directors' Option Plan
                         (Full Title of the Plans)

                          Scott D. Schweinfurth
                         Chief Financial Officer
                       Alliance Gaming Corporation
                         6601 South Bermuda Road
                       Las Vegas, Nevada 89119-3605
                             (702) 270-7600
           (Address, Including Zip Code, and Telephone Number,
                Including Area Code, of Agent For Service)

                     CALCULATION OF REGISTRATION FEE


                                        Proposed       Proposed
                                        Maximum        Maximum
                         Amount         Offering       Aggregate    Amount of
Title of Shares to       to be          Price Per      Offering     Registration
be Registered            Registered     Unit (1)       Price (1)    Fee


Common Stock, $.10
par value                 439,950        $3.53        $1,554,206     $470.97

15% Non-Voting Senior
Special Stock, Series B,
$.10 par value             24,600        $100         $2,460,000     $745.45



(1)  Estimated solely for the purposes of calculating the registration
     fee in accordance with Rule 457(h) based on the average price
     at which the options referred to herein may be exercised.















                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents By Reference

           The following documents, filed with the Securities and
Exchange   Commission  (the  "Commission")  by  Alliance   Gaming
Corporation (the "Company"), are incorporated by reference:

           (a)   The  Company's Annual Report on  Form  10-K,  as
amended, for the fiscal year ended June 30, 1996, pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

           (b)   The Company's Quarterly Report on Form 10-Q  for
the  quarterly period ended September 30, 1996, pursuant  to  the
Exchange Act;

          (c)  The Company's Current Reports on Form 8-K filed on
September 11, 1996 and October 28, 1996, pursuant to the Exchange
Act; and

           (d)   The  description  of the  common  stock  of  the
Company,  $.10 par value (the "Common Stock"), and the  15%  Non-
Voting  Senior  Pay-in-Kind  Special  Stock,  Series  B,  of  the
Company,  $.10  par value (the "Special Stock")  contained  in  a
registration statement filed under the Securities Exchange Act of
1933, which is on file with the Commission.

           In  addition, all documents filed by the Company  with
the  Commission pursuant to Section 13(a), 13(c), 14 or 15(d)  of
the  Exchange  Act  subsequent to the date of  this  Registration
Statement  and prior to the filing of a post-effective  amendment
which  indicates that all securities offered have  been  sold  or
which deregisters all securities then remaining unsold, shall  be
deemed  to be incorporated herein by reference and to be  a  part
hereof   from  the  date  of  filing  such  documents  with   the
Commission.


Item 4.  Description of Securities

          Not applicable.

Item 5.  Interests of Named Experts and Counsel

          None.

Item 6. Indemnification of Directors and Officers

           Article  VI of the Company's Articles of Incorporation
limits the liability of the Company's directors and officers.  It
provides  that a director or officer of the Company will  not  be
personally liable to the Company or its stockholders for monetary
damages  for  breach of fiduciary duty as a director or  officer,
except  for  liability  (i) for acts or omissions  which  involve
intentional misconduct, fraud or a knowing violation  of  law  or
(ii)  for the payment of dividends in violation of Section 78.300
of the Nevada General Corporation Law.  It also provides that any
repeal  or  modification  of  the  foregoing  provision  of   the
stockholders  of the Company will be prospective only,  and  will
not adversely affect any limitation on the personal liability  of
a director or officer of the Company existing at the time of such
repeal or modification.

           Section  78.300 of the Nevada General Corporation  Law
provides:

           1.    The  directors of a corporation shall  not  make
     dividends  or other distributions to stockholders except  as
     provided by such section.

           2.    In  case  of  any willful or  grossly  negligent
     violation  of the provisions of such section, the  directors
     under  whose  administration the violation occurred,  except
     those  who  caused  their dissent to  be  entered  upon  the
     minutes of the meeting of the directors at the time, or  who
     not then being present caused their dissent to be entered on
     learning  of such action, are jointly and severally  liable,
     at  any  time  within 3 years after each violation,  to  the
     corporation,  and,  in  the  event  of  its  dissolution  or
     insolvency,  to its creditors at the time of the  violation,
     or  any  of  them, to the lesser of the full amount  of  the
     dividend made or of any loss sustained by the corporation by
     reason   of   the   dividend  or   other   distribution   to
     stockholders.

            However,   Section  78.751  of  the  Nevada   General
Corporation Law permits the Registrant to indemnify its directors
and officers as follows:

           1.   A corporation may indemnify any person who was or
     is  a  party  or  is threatened to be made a  party  to  any
     threatened, pending or completed action, suit or proceeding,
     whether  civil,  criminal, administrative or  investigative,
     except any action by or in the right of the corporation,  by
     reason  of  the fact that he is or was a director,  officer,
     employee  or agent of the corporation, or is or was  serving
     at  the  request of the corporation as a director,  officer,
     employee or agent of another corporation, partnership, joint
     venture,   trust  or  other  enterprise,  against  expenses,
     including attorneys' fees, judgments, fines and amounts paid
     in  settlement actually and reasonably incurred  by  him  in
     connection with the action, suit or proceeding if  he  acted
     in  good  faith and in a manner which he reasonably believed
     to  be  in  or  not  opposed to the best  interests  of  the
     corporation,  and,  with respect to any criminal  action  or
     proceeding,  has no reasonable cause to believe his  conduct
     was  unlawful.   The  termination of  any  action,  suit  or
     proceeding  by  judgment, order, settlement, conviction,  or
     upon  a plea of nolo contendere or its equivalent, does not,
     of  itself, create a presumption that the person did not act
     in  good  faith and in a manner which he reasonably believed
     to  be  in  or  not  opposed to the best  interests  of  the
     corporation,  and that, with respect to any criminal  action
     or  proceeding, he had reasonable cause to believe that  his
     conduct was unlawful.

           2.   A corporation may indemnify any person who was or
     is  a  party  or  is threatened to be made a  party  to  any
     threatened, pending or completed action or suit by or in the
     right  of the corporation to procure a judgment in its favor
     by reason of the fact that he is or was a director, officer,
     employee  or agent of the corporation, or is or was  serving
     at  the  request of the corporation as a director,  officer,
     employee or agent of another corporation, partnership, joint
     venture,   trust  or  other  enterprise  against   expenses,
     including  amounts  paid in settlement and  attorneys'  fees
     actually  and reasonably incurred by him in connection  with
     the  defense or settlement of the action or suit if he acted
     in  good  faith and in a manner which he reasonably believed
     to  be  in  or  not  opposed to the best  interests  of  the
     corporation.  Indemnification may not be made for any claim,
     issue  or matter as to which such a person has been adjudged
     by  a  court of competent jurisdiction, after exhaustion  of
     all  appeals  therefrom, to be liable to the corporation  or
     for  amounts  paid in settlement to the corporation,  unless
     and only to the extent that the court in which the action or
     suit  was  brought or other court of competent  jurisdiction
     determines,  upon  application, that  in  view  of  all  the
     circumstances  of  the  case,  the  person  is  fairly   and
     reasonably  entitled to indemnity for such expenses  as  the
     court deems proper.

           3.    To the extent that a director, officer, employee
     or  agent of a corporation has been successful on the merits
     or  otherwise  in defense of any action, suit or  proceeding
     referred  to  in subsections 1 and 2, or in defense  of  any
     claim, issue or matter herein, he must be indemnified by the
     corporation  against  expenses, including  attorneys'  fees,
     actually  and reasonably incurred by him in connection  with
     the defense.

           4.    Any indemnification under subsections 1  and  2,
     unless offered by a court or advanced pursuant to subsection
     5, must be made by the corporation only as authorized in the
     specific  case upon a determination that indemnification  of
     the  director, officer, employee or agent is proper  in  the
     circumstances.  The determination must be made:

                    (a)  By the stockholders;

                    (b)   By  the board of directors by majority
          vote  of a quorum consisting of directors who were  not
          parties to the act, suit or proceeding;

                    (c)    If  a  majority  vote  of  a  quorum
          consisting  of  directors who were not parties  to  the
          act, suit or proceeding so orders, by independent legal
          counsel in a written opinion; or

                    (d)   If a quorum of directors who were  not
          parties  to  the act, suit or proceeding so orders,  by
          independent legal counsel in a written opinion.

           5.    The articles of incorporation, the bylaws or  an
     agreement  made  by  the corporation may  provide  that  the
     expenses  of officers and directors incurred in defending  a
     civil or criminal action, suit or proceeding must be paid by
     the  corporation as they are incurred and in advance of  the
     final  disposition of the action, suit or  proceeding,  upon
     receipt of an undertaking by or on behalf of the director or
     officer  to  repay the amount if it is ultimately determined
     by a court of competent jurisdiction that he is not entitled
     to  be  indemnified by the corporation.  The  provisions  of
     this  subsection do not affect any rights to advancement  of
     expenses  to which corporate personnel other than  directors
     or  officers may be entitled under any contract or otherwise
     by law.


Item 7.  Exemption From Registration Claimed.

          Not applicable.


Item 8.  Exhibits.

           The  following  exhibits are filed  as  part  of  this
registration statement:

                    4.1  Certificate of Designations, Preferences
               and  Relative, Participating, Optional  and  Other
               Special    Rights    of    Special    Stock    and
               Qualifications,   Limitations   and   Restrictions
               thereof   of  15%  Non-Voting  Senior  Pay-in-Kind
               Special  Stock,  Series  B,  $.10  par  value,  of
               Alliance   Gaming  Corporation  (incorporated   by
               reference  to  Exhibit  4.1  of  Alliance   Gaming
               Corporation's Registration Statement No. 333-10011
               on Form S-4).

                     4.2   1991  Incentive Plan of  Bally  Gaming
               International, Inc. (incorporated by reference  to
               Exhibit   10(iii)(a)  included  in  Bally   Gaming
               International, Inc.'s Registration  Statement  No.
               33-42227 on Form S-1).

                     4.3   Amendment No. 1 to 1991 Incentive Plan
               of  Bally Gaming International, Inc. (incorporated
               by  reference  to Exhibit 10(iii)(b)  included  in
               Bally  Gaming International, Inc.'s Annual  Report
               on Form 10K for the fiscal year ended December 31,
               1991).

                     4.4   Amendment No. 2 to 1991 Incentive Plan
               of  Bally Gaming International, Inc. (incorporated
               by reference to Bally Gaming International, Inc.'s
               Registration Statement No. 33-71606 on Form S-8).

                     4.5   Amendment No. 3 to 1991 Incentive Plan
               of  Bally  Gaming International Inc. (incorporated
               by  reference  to  Annex III  of  Alliance  Gaming
               Corporation's Registration Statement No. 333-01527
               on Form S-4).

                    4.6  1991 Non-Employee Directors' Option Plan
               of  Bally Gaming International, Inc. (incorporated
               by  reference  to Exhibit 10(iii)(f)  included  in
               Bally  Gaming International, Inc.'s Annual  Report
               on Form 10K for the fiscal year ended December 31,
               1991).

                    4.7  Amendment No. 1 to the 1991 Non-Employee
               Directors'    Option   Plan   of   Bally    Gaming
               International, Inc. (incorporated by reference  to
               Exhibit   10(iii)(g)  included  in  Bally   Gaming
               International, Inc.'s Annual Report on  Form  10-K
               for the fiscal year ended December 31, 1991).

                     4.8   Amendment  No.  3  to  the  1991  Non-
               Employees  Directors' Option Plan of Bally  Gaming
               International, Inc. (incorporated by reference  to
               Annex   IV   of   Alliance  Gaming   Corporation's
               Registration Statement No. 333-01527 on Form S-4).

                     4.9   Bally Gaming International, Inc.  1994
               Stock  Option  Plan  for Non-Employee  Director's.
               Incorporated  by  reference to exhibit  10(iii)(k)
               included  in  Bally  Gaming International,  Inc.'s
               Annual  Report  on Form 10-K for the  fiscal  year
               ended December 31, 1994.

                    4.10 1994 Non-Employee Directors' Option Plan
               of  Bally  Gaming International, Inc, as  amended.
               (incorporated by reference to Annex V of  Alliance
               Gaming  Corporation's Registration  Statement  No.
               333-01527 on Form S-4).

                      5.1    Opinion  of  Schreck  Morris  (filed
               herewith).

                     23.1 Consent of KPMG Peat Marwick LLP (filed
               herewith).

                     23.2 Consent of Schreck Morris (included  in
               Exhibit 5.1).

                    24   Power of Attorney (included in signature
               page to this registration statement).


Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

           (1)   To  file, during any period in which  offers  or
     sales  are  being made, a post-effective amendment  to  this
     registration statement:

                     (i)   To include any prospectus required  by
          Section 10(a)(3) of the Securities Act of 1933;

                     (ii)  To reflect in the prospectus any facts
          or  events  arising  after the effective  date  of  the
          registration  statement  (or  the  most  recent   post-
          effective amendment thereof) which, individually or  in
          the  aggregate, represent a fundamental change  in  the
          information  set  forth in the registration  statement.
          Notwithstanding the foregoing, any increase or decrease
          in  volume  of securities offered (if the total  dollar
          value of securities offered would not exceed that which
          was  registered) and any deviation from the low or high
          and  of  the  estimated maximum offering range  may  be
          reflected  in  the form of prospectus  filed  with  the
          Commission   pursuant  to  Rule  424(b)  if,   in   the
          aggregate, the changes in volume and price represent no
          more  than  20 percent change in the maximum  aggregate
          offering  price  set  forth  in  the  "Calculation   of
          Registration  Fee" table in the effective  registration
          statement;

                     (iii)   To  include any material information
          with respect to the plan of distribution not previously
          disclosed in the registration statement or any material
          change   to   such  information  in  the   registration
          statement;

provided,  however, that paragraphs (a)(1)(i) and  (a)(1)(ii)  do
not apply if the registration statement is on Form S-3, Form S-8,
or Form F-3 and the information required to be included in a post-
effective amendment by those paragraphs is contained in  periodic
reports  filed with or furnished to the Securities  and  Exchange
Commission by the registrant pursuant to Section 13 or  15(d)  of
the  Securities  Exchange Act of 1934 that  are  incorporated  by
reference in the registration statement.

          (2)  That, for the purpose of determining any liability
     under  the  Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of  such securities at that time shall be deemed to  be  the
     initial bona fide offering thereof.

           (3)   To remove from registration by means of a  post-
     effective  amendment any of the securities being  registered
     which remain unsold at the termination of the offering.

           The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933,  each filing of the registrant's annual report pursuant  to
Section 13(a) or Section 15(d) of the Securities Exchange Act  of
1934  (and, where applicable, each filing of an employee  benefit
plan's  annual report pursuant to Section 15(d) of the Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
registration  statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.

           Insofar  as  indemnification for  liabilities  arising
under  the  Securities Act of 1933 may be permitted to directors,
officers  and controlling persons of the Registrant  pursuant  to
the provisions set forth in response to Item 6, or otherwise, the
Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission such indemnification is against  public
policy  as expressed in the Act and is, therefore, unenforceable.
In  the  event  that  a  claim for indemnification  against  such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person  of
the  Registrant in the successful defense of any action, suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
Registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the  Act  and will be governed by the final adjudication of  such
issue.

                           SIGNATURES

           Pursuant to the requirements of the Securities Act  of
1933, the Registrant, Alliance Gaming Corporation, certifies that
it  has  reasonable grounds to believe that it meets all  of  the
requirements  for  filing on Form S-8 and has  duly  caused  this
Registration  Statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of Las Vegas,
State of Nevada, on this 29 day of January, 1997.


                                   ALLIANCE GAMING CORPORATION



                                   By:________/s/______________
                                      Scott D. Schweinfurth
                                      Principal Accounting
                                        and Financial Officer



                       POWER OF ATTORNEY

           KNOW  ALL  PERSONS BY THESE PRESENTS, that  each  such
person  whose  signature appears below constitutes and  appoints,
jointly and severally, Scott D. Schweinfurth and David D. Johnson
his  attorneys-in-fact, each with the power of substitution,  for
him  in  any and all capacities, to sign any amendments  to  this
Registration  Statement  on  Form S-8  (including  post-effective
amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities  and
Exchange  Commission, hereby ratifying and  confirming  all  that
each of said attorneys-in-fact, or his substitute or substitutes,
may do or cause to be done by virtue hereof.










           Pursuant to the requirements of the Securities Act  of
1933,  this  registration  statement  has  been  signed  by   the
following persons in the capacities and on the dates indicated.


       Signature              Title                                 Date




       ___/s/______________   Senior Vice President,
       Scott Schweinfurth     Chief Financial Officer and
                              Treasurer                            January 29,
                              (Principal Accounting Officer        1997
                              and Principal Financial
                              Officer)

       ___/s/______________   Director                             January 29, 
       Anthony DiCesare                                            1997



       ___/s/______________   Director                             January 29,
       Dr. Craig Fields                                            1997


       ___/s/______________   Director                             January 29,
       Joel Kirschbaum                                             1997


       ___/s/______________   Director                             January 29,
       Alfred H. Wilms                                             1997


       ___/s/______________   Director                             January 29,
       David Robbins                                               1997


       ___/s/______________   Director                             January 29,
       Jacques Andre                                               1997
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24455}]
{"company-data": {"conformed-name": "ALLIANCE GAMING CORP", "cik": "0000002491", "assigned-sic": "7990", "irs-number": "880104066", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20685", "film-number": "97513968"}, "business-address": {"street1": "6601 S. BERMUDA RD.", "city": "LAS VEGAS", "state": "NV", "zip": "89119", "phone": "702-270-6700"}, "mail-address": {"street1": "4380 BOULDER HIGHWAY", "city": "LAS VEGAS", "state": "NV", "zip": "89121"}, "former-company": [{"former-conformed-name": "UNITED GAMING INC", "date-changed": "19920703"}, {"former-conformed-name": "GAMING & TECHNOLOGY INC", "date-changed": "19890206"}, {"former-conformed-name": "ADVANCED PATENT TECHNOLOGY INC", "date-changed": "19830519"}]}
Registration No. ______

==============================================================================
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                               -----------
                                 FORM S-8

                          Registration Statement
                                  Under
                        the Securities Act of 1933
                                 _______

                       Alliance Gaming Corporation
          (Exact name of registrant as specified in its charter)
                                 ________

            Nevada                                            88-0104066
(State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

                         6601 South Bermuda Road
                      Las Vegas, Nevada  89119-3605
                             (702) 270-7600
      (Address, Including Zip Code, and Telephone Number, Including
         Area Code, of Registrant's Principal Executive Offices)

                            1991 Incentive Plan
                 1991 Non-Employee Directors' Option Plan
                 1994 Non-Employee Directors' Option Plan
                         (Full Title of the Plans)

                          Scott D. Schweinfurth
                         Chief Financial Officer
                       Alliance Gaming Corporation
                         6601 South Bermuda Road
                       Las Vegas, Nevada 89119-3605
                             (702) 270-7600
           (Address, Including Zip Code, and Telephone Number,
                Including Area Code, of Agent For Service)

                     CALCULATION OF REGISTRATION FEE

                                        Proposed       Proposed
                                        Maximum        Maximum
                         Amount         Offering       Aggregate    Amount of
Title of Shares to       to be          Price Per      Offering     Registration
be Registered            Registered     Unit (1)       Price (1)    Fee

Common Stock, $.10
par value                 439,950        $3.53        $1,554,206     $470.97

15% Non-Voting Senior
Special Stock, Series B,
$.10 par value             24,600        $100         $2,460,000     $745.45

(1)  Estimated solely for the purposes of calculating the registration
     fee in accordance with Rule 457(h) based on the average price
     at which the options referred to herein may be exercised.

                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents By Reference

           The following documents, filed with the Securities and
Exchange   Commission  (the  "Commission")  by  Alliance   Gaming
Corporation (the "Company"), are incorporated by reference:

           (a)   The  Company's Annual Report on  Form  10-K,  as
amended, for the fiscal year ended June 30, 1996, pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act");

           (b)   The Company's Quarterly Report on Form 10-Q  for
the  quarterly period ended September 30, 1996, pursuant  to  the
Exchange Act;

          (c)  The Company's Current Reports on Form 8-K filed on
September 11, 1996 and October 28, 1996, pursuant to the Exchange
Act; and

           (d)   The  description  of the  common  stock  of  the
Company,  $.10 par value (the "Common Stock"), and the  15%  Non-
Voting  Senior  Pay-in-Kind  Special  Stock,  Series  B,  of  the
Company,  $.10  par value (the "Special Stock")  contained  in  a
registration statement filed under the Securities Exchange Act of
1933, which is on file with the Commission.

           In  addition, all documents filed by the Company  with
the  Commission pursuant to Section 13(a), 13(c), 14 or 15(d)  of
the  Exchange  Act  subsequent to the date of  this  Registration
Statement  and prior to the filing of a post-effective  amendment
which  indicates that all securities offered have  been  sold  or
which deregisters all securities then remaining unsold, shall  be
deemed  to be incorporated herein by reference and to be  a  part
hereof   from  the  date  of  filing  such  documents  with   the
Commission.

Item 4.  Description of Securities

          Not applicable.

Item 5.  Interests of Named Experts and Counsel

          None.

Item 6. Indemnification of Directors and Officers

           Article  VI of the Company's Articles of Incorporation
limits the liability of the Company's directors and officers.  It
provides  that a director or officer of the Company will  not  be
personally liable to the Company or its stockholders for monetary
damages  for  breach of fiduciary duty as a director or  officer,
except  for  liability  (i) for acts or omissions  which  involve
intentional misconduct, fraud or a knowing violation  of  law  or
(ii)  for the payment of dividends in violation of Section 78.300
of the Nevada General Corporation Law.  It also provides that any
repeal  or  modification  of  the  foregoing  provision  of   the
stockholders  of the Company will be prospective only,  and  will
not adversely affect any limitation on the personal liability  of
a director or officer of the Company existing at the time of such
repeal or modification.

           Section  78.300 of the Nevada General Corporation  Law
provides:

           1.    The  directors of a corporation shall  not  make
     dividends  or other distributions to stockholders except  as
     provided by such section.

           2.    In  case  of  any willful or  grossly  negligent
     violation  of the provisions of such section, the  directors
     under  whose  administration the violation occurred,  except
     those  who  caused  their dissent to  be  entered  upon  the
     minutes of the meeting of the directors at the time, or  who
     not then being present caused their dissent to be entered on
     learning  of such action, are jointly and severally  liable,
     at  any  time  within 3 years after each violation,  to  the
     corporation,  and,  in  the  event  of  its  dissolution  or
     insolvency,  to its creditors at the time of the  violation,
     or  any  of  them, to the lesser of the full amount  of  the
     dividend made or of any loss sustained by the corporation by
     reason   of   the   dividend  or   other   distribution   to
     stockholders.

            However,   Section  78.751  of  the  Nevada   General
Corporation Law permits the Registrant to indemnify its directors
and officers as follows:

           1.   A corporation may indemnify any person who was or
     is  a  party  or  is threatened to be made a  party  to  any
     threatened, pending or completed action, suit or proceeding,
     whether  civil,  criminal, administrative or  investigative,
     except any action by or in the right of the corporation,  by
     reason  of  the fact that he is or was a director,  officer,
     employee  or agent of the corporation, or is or was  serving
     at  the  request of the corporation as a director,  officer,
     employee or agent of another corporation, partnership, joint
     venture,   trust  or  other  enterprise,  against  expenses,
     including attorneys' fees, judgments, fines and amounts paid
     in  settlement actually and reasonably incurred  by  him  in
     connection with the action, suit or proceeding if  he  acted
     in  good  faith and in a manner which he reasonably believed
     to  be  in  or  not  opposed to the best  interests  of  the
     corporation,  and,  with respect to any criminal  action  or
     proceeding,  has no reasonable cause to believe his  conduct
     was  unlawful.   The  termination of  any  action,  suit  or
     proceeding  by  judgment, order, settlement, conviction,  or
     upon  a plea of nolo contendere or its equivalent, does not,
     of  itself, create a presumption that the person did not act
     in  good  faith and in a manner which he reasonably believed
     to  be  in  or  not  opposed to the best  interests  of  the
     corporation,  and that, with respect to any criminal  action
     or  proceeding, he had reasonable cause to believe that  his
     conduct was unlawful.

           2.   A corporation may indemnify any person who was or
     is  a  party  or  is threatened to be made a  party  to  any
     threatened, pending or completed action or suit by or in the
     right  of the corporation to procure a judgment in its favor
     by reason of the fact that he is or was a director, officer,
     employee  or agent of the corporation, or is or was  serving
     at  the  request of the corporation as a director,  officer,
     employee or agent of another corporation, partnership, joint
     venture,   trust  or  other  enterprise  against   expenses,
     including  amounts  paid in settlement and  attorneys'  fees
     actually  and reasonably incurred by him in connection  with
     the  defense or settlement of the action or suit if he acted
     in  good  faith and in a manner which he reasonably believed
     to  be  in  or  not  opposed to the best  interests  of  the
     corporation.  Indemnification may not be made for any claim,
     issue  or matter as to which such a person has been adjudged
     by  a  court of competent jurisdiction, after exhaustion  of
     all  appeals  therefrom, to be liable to the corporation  or
     for  amounts  paid in settlement to the corporation,  unless
     and only to the extent that the court in which the action or
     suit  was  brought or other court of competent  jurisdiction
     determines,  upon  application, that  in  view  of  all  the
     circumstances  of  the  case,  the  person  is  fairly   and
     reasonably  entitled to indemnity for such expenses  as  the
     court deems proper.

           3.    To the extent that a director, officer, employee
     or  agent of a corporation has been successful on the merits
     or  otherwise  in defense of any action, suit or  proceeding
     referred  to  in subsections 1 and 2, or in defense  of  any
     claim, issue or matter herein, he must be indemnified by the
     corporation  against  expenses, including  attorneys'  fees,
     actually  and reasonably incurred by him in connection  with
     the defense.

           4.    Any indemnification under subsections 1  and  2,
     unless offered by a court or advanced pursuant to subsection
     5, must be made by the corporation only as authorized in the
     specific  case upon a determination that indemnification  of
     the  director, officer, employee or agent is proper  in  the
     circumstances.  The determination must be made:

                    (a)  By the stockholders;

                    (b)   By  the board of directors by majority
          vote  of a quorum consisting of directors who were  not
          parties to the act, suit or proceeding;

                    (c)    If  a  majority  vote  of  a  quorum
          consisting  of  directors who were not parties  to  the
          act, suit or proceeding so orders, by independent legal
          counsel in a written opinion; or

                    (d)   If a quorum of directors who were  not
          parties  to  the act, suit or proceeding so orders,  by
          independent legal counsel in a written opinion.

           5.    The articles of incorporation, the bylaws or  an
     agreement  made  by  the corporation may  provide  that  the
     expenses  of officers and directors incurred in defending  a
     civil or criminal action, suit or proceeding must be paid by
     the  corporation as they are incurred and in advance of  the
     final  disposition of the action, suit or  proceeding,  upon
     receipt of an undertaking by or on behalf of the director or
     officer  to  repay the amount if it is ultimately determined
     by a court of competent jurisdiction that he is not entitled
     to  be  indemnified by the corporation.  The  provisions  of
     this  subsection do not affect any rights to advancement  of
     expenses  to which corporate personnel other than  directors
     or  officers may be entitled under any contract or otherwise
     by law.

Item 7.  Exemption From Registration Claimed.

          Not applicable.

Item 8.  Exhibits.

           The  following  exhibits are filed  as  part  of  this
registration statement:

                    4.1  Certificate of Designations, Preferences
               and  Relative, Participating, Optional  and  Other
               Special    Rights    of    Special    Stock    and
               Qualifications,   Limitations   and   Restrictions
               thereof   of  15%  Non-Voting  Senior  Pay-in-Kind
               Special  Stock,  Series  B,  $.10  par  value,  of
               Alliance   Gaming  Corporation  (incorporated   by
               reference  to  Exhibit  4.1  of  Alliance   Gaming
               Corporation's Registration Statement No. 333-10011
               on Form S-4).

                     4.2   1991  Incentive Plan of  Bally  Gaming
               International, Inc. (incorporated by reference  to
               Exhibit   10(iii)(a)  included  in  Bally   Gaming
               International, Inc.'s Registration  Statement  No.
               33-42227 on Form S-1).

                     4.3   Amendment No. 1 to 1991 Incentive Plan
               of  Bally Gaming International, Inc. (incorporated
               by  reference  to Exhibit 10(iii)(b)  included  in
               Bally  Gaming International, Inc.'s Annual  Report
               on Form 10K for the fiscal year ended December 31,
               1991).

                     4.4   Amendment No. 2 to 1991 Incentive Plan
               of  Bally Gaming International, Inc. (incorporated
               by reference to Bally Gaming International, Inc.'s
               Registration Statement No. 33-71606 on Form S-8).

                     4.5   Amendment No. 3 to 1991 Incentive Plan
               of  Bally  Gaming International Inc. (incorporated
               by  reference  to  Annex III  of  Alliance  Gaming
               Corporation's Registration Statement No. 333-01527
               on Form S-4).

                    4.6  1991 Non-Employee Directors' Option Plan
               of  Bally Gaming International, Inc. (incorporated
               by  reference  to Exhibit 10(iii)(f)  included  in
               Bally  Gaming International, Inc.'s Annual  Report
               on Form 10K for the fiscal year ended December 31,
               1991).

                    4.7  Amendment No. 1 to the 1991 Non-Employee
               Directors'    Option   Plan   of   Bally    Gaming
               International, Inc. (incorporated by reference  to
               Exhibit   10(iii)(g)  included  in  Bally   Gaming
               International, Inc.'s Annual Report on  Form  10-K
               for the fiscal year ended December 31, 1991).

                     4.8   Amendment  No.  3  to  the  1991  Non-
               Employees  Directors' Option Plan of Bally  Gaming
               International, Inc. (incorporated by reference  to
               Annex   IV   of   Alliance  Gaming   Corporation's
               Registration Statement No. 333-01527 on Form S-4).

                     4.9   Bally Gaming International, Inc.  1994
               Stock  Option  Plan  for Non-Employee  Director's.
               Incorporated  by  reference to exhibit  10(iii)(k)
               included  in  Bally  Gaming International,  Inc.'s
               Annual  Report  on Form 10-K for the  fiscal  year
               ended December 31, 1994.

                    4.10 1994 Non-Employee Directors' Option Plan
               of  Bally  Gaming International, Inc, as  amended.
               (incorporated by reference to Annex V of  Alliance
               Gaming  Corporation's Registration  Statement  No.
               333-01527 on Form S-4).

                      5.1    Opinion  of  Schreck  Morris  (filed
               herewith).

                     23.1 Consent of KPMG Peat Marwick LLP (filed
               herewith).

                     23.2 Consent of Schreck Morris (included  in
               Exhibit 5.1).

                    24   Power of Attorney (included in signature
               page to this registration statement).

Item 9.  Undertakings.

     The undersigned registrant hereby undertakes:

           (1)   To  file, during any period in which  offers  or
     sales  are  being made, a post-effective amendment  to  this
     registration statement:

                     (i)   To include any prospectus required  by
          Section 10(a)(3) of the Securities Act of 1933;

                     (ii)  To reflect in the prospectus any facts
          or  events  arising  after the effective  date  of  the
          registration  statement  (or  the  most  recent   post-
          effective amendment thereof) which, individually or  in
          the  aggregate, represent a fundamental change  in  the
          information  set  forth in the registration  statement.
          Notwithstanding the foregoing, any increase or decrease
          in  volume  of securities offered (if the total  dollar
          value of securities offered would not exceed that which
          was  registered) and any deviation from the low or high
          and  of  the  estimated maximum offering range  may  be
          reflected  in  the form of prospectus  filed  with  the
          Commission   pursuant  to  Rule  424(b)  if,   in   the
          aggregate, the changes in volume and price represent no
          more  than  20 percent change in the maximum  aggregate
          offering  price  set  forth  in  the  "Calculation   of
          Registration  Fee" table in the effective  registration
          statement;

                     (iii)   To  include any material information
          with respect to the plan of distribution not previously
          disclosed in the registration statement or any material
          change   to   such  information  in  the   registration
          statement;

provided,  however, that paragraphs (a)(1)(i) and  (a)(1)(ii)  do
not apply if the registration statement is on Form S-3, Form S-8,
or Form F-3 and the information required to be included in a post-
effective amendment by those paragraphs is contained in  periodic
reports  filed with or furnished to the Securities  and  Exchange
Commission by the registrant pursuant to Section 13 or  15(d)  of
the  Securities  Exchange Act of 1934 that  are  incorporated  by
reference in the registration statement.

          (2)  That, for the purpose of determining any liability
     under  the  Securities Act of 1933, each such post-effective
     amendment shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering
     of  such securities at that time shall be deemed to  be  the
     initial bona fide offering thereof.

           (3)   To remove from registration by means of a  post-
     effective  amendment any of the securities being  registered
     which remain unsold at the termination of the offering.

           The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933,  each filing of the registrant's annual report pursuant  to
Section 13(a) or Section 15(d) of the Securities Exchange Act  of
1934  (and, where applicable, each filing of an employee  benefit
plan's  annual report pursuant to Section 15(d) of the Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
registration  statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.

           Insofar  as  indemnification for  liabilities  arising
under  the  Securities Act of 1933 may be permitted to directors,
officers  and controlling persons of the Registrant  pursuant  to
the provisions set forth in response to Item 6, or otherwise, the
Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission such indemnification is against  public
policy  as expressed in the Act and is, therefore, unenforceable.
In  the  event  that  a  claim for indemnification  against  such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person  of
the  Registrant in the successful defense of any action, suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
Registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the  Act  and will be governed by the final adjudication of  such
issue.

                           SIGNATURES

           Pursuant to the requirements of the Securities Act  of
1933, the Registrant, Alliance Gaming Corporation, certifies that
it  has  reasonable grounds to believe that it meets all  of  the
requirements  for  filing on Form S-8 and has  duly  caused  this
Registration  Statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of Las Vegas,
State of Nevada, on this 29 day of January, 1997.

                                   ALLIANCE GAMING CORPORATION

                                   By:________/s/______________
                                      Scott D. Schweinfurth
                                      Principal Accounting
                                        and Financial Officer

                       POWER OF ATTORNEY

           KNOW  ALL  PERSONS BY THESE PRESENTS, that  each  such
person  whose  signature appears below constitutes and  appoints,
jointly and severally, Scott D. Schweinfurth and David D. Johnson
his  attorneys-in-fact, each with the power of substitution,  for
him  in  any and all capacities, to sign any amendments  to  this
Registration  Statement  on  Form S-8  (including  post-effective
amendments), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities  and
Exchange  Commission, hereby ratifying and  confirming  all  that
each of said attorneys-in-fact, or his substitute or substitutes,
may do or cause to be done by virtue hereof.

           Pursuant to the requirements of the Securities Act  of
1933,  this  registration  statement  has  been  signed  by   the
following persons in the capacities and on the dates indicated.

       Signature              Title                                 Date

       ___/s/______________   Senior Vice President,
       Scott Schweinfurth     Chief Financial Officer and
                              Treasurer                            January 29,
                              (Principal Accounting Officer        1997
                              and Principal Financial
                              Officer)

       ___/s/______________   Director                             January 29, 
       Anthony DiCesare                                            1997

       ___/s/______________   Director                             January 29,
       Dr. Craig Fields                                            1997

       ___/s/______________   Director                             January 29,
       Joel Kirschbaum                                             1997

       ___/s/______________   Director                             January 29,
       Alfred H. Wilms                                             1997

       ___/s/______________   Director                             January 29,
       David Robbins                                               1997

       ___/s/______________   Director                             January 29,
       Jacques Andre                                               1997