<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          -----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         ------------------------------
                             AMERICAN WAGERING, INC.
             (Exact Name of Registrant as Specified in Its Chapter)

        Nevada                                       88-0344658
        ------                                       ----------
   (State of Incorporation)               (I.R.S. Employer Identification No.)

                    675 Grier Drive, Las Vegas, Nevada 89119
                    ----------------------------------------
                            Telephone: (702) 735-0101
                            -------------------------
          (Address and Telephone Number of Principal Executive Offices)

                 AMERICAN WAGERING, INC. 2001 STOCK OPTION PLAN
                            (Full Title of the Plan)

                Gordon  &  Silver, Ltd, 3960 Howard Hughes Parkway,
                      9th Floor, Las  Vegas,  Nevada  89109
                           Telephone : (702) 796-5555
            (Name, Address and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE


                CALCULATION OF REGISTRATION FEE
======================================================================
TITLE                           PROPOSED    PROPOSED
OF                              MAXIMUM     MAXIMUM
SECURITIES                      OFFERING    AGGREGATE    AMOUNT OF
TO BE          AMOUNT TO BE     PRICE PER   OFFERING     REGISTRATION
REGISTERED (1) REGISTERED (2)   SHARE (3)   PRICE (3)    FEE
----------------------------------------------------------------------
Common Stock     1,150,000
$0.01 par value  Shares         $0.62       $713,000     $178.25
======================================================================

(1)  This  registration  statement  covers  the  common  stock issuable upon the
exercise  of  options  issued  under  our  Stock Option Plan to employees of the
registrant.

(2)  This  registration  statement  shall also cover an indeterminable number of
additional  shares  of  common  stock  which may become issuable under the Stock
Option  Plan  by reason of any stock dividend, stock split, re-capitalization or
any  other  similar  transaction  effected  without the receipt of consideration
which  results  in  an  increase  in  the number of the registrant's outstanding
shares  of  common  stock.

(3)  The  Proposed Maximum Offering Price Per Share and Aggregate Offering Price
are based upon the last sales price of the Common Stock of the Registrant at May
20,  2002  in  accordance  with  Rule  457(h)  of the Securities Act of 1933, as
amended.  These amounts are calculated solely for the purpose of calculating the
registration  fee  pursuant  to  Rule 457(h)(l) under Securities Act of 1933, as
amended.
                                ________________
                                   Copies to:
                                 Michael A. Cane
                                  Cane & Company
                         2300 W. Sahara Ave., Suite 500
                             Las Vegas, Nevada 89102
                                 (702) 312-6255

<PAGE>


PART  I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS


Item  1.      Plan  Information*

Item  2.      Registrant  Information  and  Employee  Plan  Annual  Information*

*     Information required by Part I to be contained in Section 10(a) prospectus
is omitted from the Registration Statement in accordance with Rule 428 under the
Securities  Act  of  1933,  and  Note  to  Part  I  of  Form  S-8.

                                     PART II

Item  3.      Incorporation  of  Documents  by  Reference

The  following  documents filed by American Wagering, Inc. (the "Company"), with
the  Securities  and Exchange Commission are incorporated by reference into this
Registration  Statement:

(1)  The  Company's  Annual  Report on Form 10-KSB filed with the Securities and
     Exchange  Commission  on  May  1,  2002;

(2)  The  Company's  Quarterly  Reports on Form 10-QSB filed with the Securities
     and  Exchange  Commission on December 17, 2001, September 14, 2001 and June
     14,  2001;

(3)  All  other reports filed by the Company pursuant to Sections 13(a) or 15(d)
     of  the  Exchange Act subsequent to the filing of the Company's Form 8-A12G
     filed  with  the  Commission  on  May  9,  1996;

(4)  The  description  of  the  Company's Common Stock which is contained in the
     Form 8-A12G Registration Statement, referred to in (4) above, including any
     amendment  or  report  filed  for the purpose of updating such description.

All  reports  and  other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to  be  incorporated  by  reference herein and to be a part of this Registration
Statement  from  the  date  of  the  filing  of  such  reports  and  documents.

Any  statement  contained  in  an  Incorporated  Document  shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement  contained  herein  or  in  any  other  subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not  be  deemed,  except  as so modified or
superseded,  to  constitute  a  part  of  this  Registration  Statement.


<PAGE>

Item  4.      Description  of  Securities

As  the  securities  to  be offered pursuant to this registration are registered
under  Section  12  of  the  Exchange  Act  of  1934, this item is inapplicable.

Item  5.  Interests  of  Named  Experts  and  Counsel

No  expert  or  counsel named in this prospectus as having prepared or certified
any  part  of  it or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or  offering of the common stock was employed on a contingency basis, or had, or
is  to  receive, in connection with the offering, a substantial interest, direct
or  indirect, in the Company or any of its parents or subsidiaries.  Nor was any
such  person connected with the Company or any of its parents or subsidiaries as
a  promoter,  managing  or  principal  underwriter,  voting  trustee,  director,
officer,  or  employee.

Cane  &  Company,  LLC,  Independent  Counsel,  has  provided  an opinion on the
validity  of  the  Company's  common  stock.

Item  6.  Indemnification  of  Directors  and  Officers

The  officers  and  directors  of the Company are indemnified as provided by the
Nevada  Revised Statutes (the "NRS") and the Articles and Bylaws of the Company.

In 1995, the Company adopted Amended and Restated Articles of Incorporation. The
Company has included in such Articles a provision that limits personal liability
for  breach  of  fiduciary  duty  of  its  Directors  and Officers to the extent
provided  by  Nevada Revised Statutes 78.037. The provision contained within the
Articles  of  Incorporation  does  not  eliminate  or  limit  the liability of a
Director  or Officer for acts or omissions which involve intentional misconduct,
fraud,  a knowing violation of law, or the payment of distributions in violation
of  Nevada  Revised  Statutes  ("NRS")  section  78.300.  If,  subsequent to the
adoption  of  the  Amended and Restated Articles of Incorporation, Chapter 78 of
the  NRS  is  amended  or interpreted to eliminate or limit further the personal
liability  of  Directors  or  Officers,  then the liability of all Directors and
Officers  will  be  eliminated  or limited to the full extent then so permitted.

The  Bylaws  provide that the Company shall 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 an action by or in the right of the Company, by reason
of  the fact that he or she is or was a director, officer, employee, or agent of
the  Company,  or is or was serving at the request of the Company as a director,
officer,  employee  or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorney fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him or
her  in  connection  with  the action, suit or proceeding, if he or she acted in
good  faith  and in a manner which he or she reasonably believed to be in or not
opposed  to  the best interests of the Company, and with respect to any criminal
action  or proceeding, had no reasonable cause to believe his or her 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

<PAGE>

in  good  faith and in a manner which he or she believed to be in or not opposed
to  the  best  interests  of the Company, and that, with respect to any criminal
action  or proceeding, he or she had reasonable cause to believe that his or her
conduct  was  unlawful.

Any  indemnification  under the Bylaws of the Company, unless ordered by a court
or  advanced  pursuant  to  the  Bylaws  of  the  Company,  shall 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 shall be made: (i) by the stockholders; (ii) by
the  Board  of  Directors by a majority vote of a quorum consisting of directors
who  were  not parties to the action, suit or proceeding; or (iii) if a majority
vote  of  a  quorum  consisting of directors who were not parties to the action,
suit or proceeding cannot be obtained, by independent legal counsel in a written
opinion.

Other  relevant provisions appear in Article IV of the Bylaws of the Company and
are incorporated by reference in this Registration. See Item 8 - Exhibits below.

Item  7.  Exemption  from  Registration  Claimed

As  no  restricted  securities  are  to be re-offered or resold pursuant to this
registration  statement,  this  item  is  inapplicable.

Item  8.      Exhibits

Exhibit
Number     Description  of  Document
-----      -------------------------
4.1          American  Wagering,  Inc.  2001  Stock  Option  Plan
3.1          Bylaws  *
5.1          Opinion of Cane & Company, LLC regarding the due
             authorization and valid issuance  of  the  shares  of
             Common Stock issuable upon exercise of the options
             with  consent  to  use.
23.1         Consent  of  Piercy  Bowler  Taylor  Kern,  Independent  Auditors
24.1         Power  of  Attorney  (included  on  the  signature  page  of  this
             registration  statement).

*  Incorporated  by  reference  to  Exhibit 3.2 to the registrant's Registration
Statement  on  Form  SB-2  File  No.33-8043

Item  9.      Undertakings

The  Company  hereby  undertakes:

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

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

     (2)  To  reflect  in  the  prospectus any facts or events arising after the
          effective  date  of

<PAGE>

          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;  and

     (3)  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  that  paragraphs  (a)  (1) and (2) do not apply if the
information  required  to  be  included  in  a post-effective amendment by those
paragraphs  is  contained  in  periodic reports filed by the Company pursuant to
section  13  or  section  15(d)  of  the  Exchange  Act that are incorporated by
reference  herein.

(b)  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.

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

(2)     The  Company  hereby  undertakes  that,  for purposes of determining any
liability  under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or 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  the time shall be deemed to be the
initial  bona  fide  offering  thereof.

(3)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or
paid  by  the  director,  officer  or  controlling  person of the Company 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  Company  will, unless in the opinion of the counsel the matter
has  been  settled  by  controlling  precedent,  submit  to  the  appropriate
jurisdiction  the  question  of  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.


<PAGE>
                                   SIGNATURES

Pursuant  to  the  requirements  of  the Securities Act of 1933, the registrant,
American  Wagering,  Inc.,  certifies  that it has reasonable grounds to believe
that  it meets all of the requirements for filing a 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, Nevada, on this  29th day
of May,  2002.

                                    AMERICAN  WAGERING,  INC.

                                By: /s/ Victor Salerno
                                    ______________________
                                    Victor Salerno,
                                    President and Chief Executive Officer


                                POWER OF ATTORNEY

Each  person  whose  signature  appears  below  constitutes  and appoints Victor
Salerno,  as  his  true and lawful attorney-in-fact and agent with full power of
substitution  and  re-substitution for him and his name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration Statement
(including  post-effective amendments or any abbreviated registration statements
and  any  amendments thereto filed pursuant to Rule 462(b) increasing the number
of  securities  for which registration is sought) and to file the same, with all
exhibits  thereto  and  other  documents  in  connection  therewith,  with  the
Securities  and  Exchange  Commission,  granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary  to  be  done  in and about the foregoing, as fully to all intents and
purposes  as  he might or could do in person hereby ratifying and confirming all
that  said  attorney-in-fact,  or his substitute, may lawfully 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 below by the following person in the capacities and on
the  date  indicated.

Signature             Title                                  Date
---------             -----                                  ----

/s/ Victor Salerno
-----------------     President; Chief Executive             May  29,  2002
Victor  Salerno       Officer;  Director

/s/ Timothy Lockinger
------------------    Chief Financial Officer, Secretary     May  29,  2002
Timothy Lockinger     Treasurer,  and  Director

/s/ W. Larry Swecker
--------------------
W. Larry Swecker      Director                               May  29,  2002


/s/ Judith Salerno
--------------------
Judith Salerno        Director                               May  30,  2002
[{"type": "S-8", "sequence": "1", "filename": "formseightamerwagering.txt", "secsgml_size_bytes": 17911}]
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                          -----------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         ------------------------------
                             AMERICAN WAGERING, INC.
             (Exact Name of Registrant as Specified in Its Chapter)

        Nevada                                       88-0344658
        ------                                       ----------
   (State of Incorporation)               (I.R.S. Employer Identification No.)

                    675 Grier Drive, Las Vegas, Nevada 89119
                    ----------------------------------------
                            Telephone: (702) 735-0101
                            -------------------------
          (Address and Telephone Number of Principal Executive Offices)

                 AMERICAN WAGERING, INC. 2001 STOCK OPTION PLAN
                            (Full Title of the Plan)

                Gordon  &  Silver, Ltd, 3960 Howard Hughes Parkway,
                      9th Floor, Las  Vegas,  Nevada  89109
                           Telephone : (702) 796-5555
            (Name, Address and Telephone Number of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

                CALCULATION OF REGISTRATION FEE
======================================================================
TITLE                           PROPOSED    PROPOSED
OF                              MAXIMUM     MAXIMUM
SECURITIES                      OFFERING    AGGREGATE    AMOUNT OF
TO BE          AMOUNT TO BE     PRICE PER   OFFERING     REGISTRATION
REGISTERED (1) REGISTERED (2)   SHARE (3)   PRICE (3)    FEE
----------------------------------------------------------------------
Common Stock     1,150,000
$0.01 par value  Shares         $0.62       $713,000     $178.25
======================================================================

(1)  This  registration  statement  covers  the  common  stock issuable upon the
exercise  of  options  issued  under  our  Stock Option Plan to employees of the
registrant.

(2)  This  registration  statement  shall also cover an indeterminable number of
additional  shares  of  common  stock  which may become issuable under the Stock
Option  Plan  by reason of any stock dividend, stock split, re-capitalization or
any  other  similar  transaction  effected  without the receipt of consideration
which  results  in  an  increase  in  the number of the registrant's outstanding
shares  of  common  stock.

(3)  The  Proposed Maximum Offering Price Per Share and Aggregate Offering Price
are based upon the last sales price of the Common Stock of the Registrant at May
20,  2002  in  accordance  with  Rule  457(h)  of the Securities Act of 1933, as
amended.  These amounts are calculated solely for the purpose of calculating the
registration  fee  pursuant  to  Rule 457(h)(l) under Securities Act of 1933, as
amended.
                                ________________
                                   Copies to:
                                 Michael A. Cane
                                  Cane & Company
                         2300 W. Sahara Ave., Suite 500
                             Las Vegas, Nevada 89102
                                 (702) 312-6255
PART  I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

Item  1.      Plan  Information*

Item  2.      Registrant  Information  and  Employee  Plan  Annual  Information*

*     Information required by Part I to be contained in Section 10(a) prospectus
is omitted from the Registration Statement in accordance with Rule 428 under the
Securities  Act  of  1933,  and  Note  to  Part  I  of  Form  S-8.

                                     PART II

Item  3.      Incorporation  of  Documents  by  Reference

The  following  documents filed by American Wagering, Inc. (the "Company"), with
the  Securities  and Exchange Commission are incorporated by reference into this
Registration  Statement:

(1)  The  Company's  Annual  Report on Form 10-KSB filed with the Securities and
     Exchange  Commission  on  May  1,  2002;

(2)  The  Company's  Quarterly  Reports on Form 10-QSB filed with the Securities
     and  Exchange  Commission on December 17, 2001, September 14, 2001 and June
     14,  2001;

(3)  All  other reports filed by the Company pursuant to Sections 13(a) or 15(d)
     of  the  Exchange Act subsequent to the filing of the Company's Form 8-A12G
     filed  with  the  Commission  on  May  9,  1996;

(4)  The  description  of  the  Company's Common Stock which is contained in the
     Form 8-A12G Registration Statement, referred to in (4) above, including any
     amendment  or  report  filed  for the purpose of updating such description.

All  reports  and  other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment  which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to  be  incorporated  by  reference herein and to be a part of this Registration
Statement  from  the  date  of  the  filing  of  such  reports  and  documents.

Any  statement  contained  in  an  Incorporated  Document  shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that  a  statement  contained  herein  or  in  any  other  subsequently  filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so  modified  or  superseded  shall  not  be  deemed,  except  as so modified or
superseded,  to  constitute  a  part  of  this  Registration  Statement.
Item  4.      Description  of  Securities

As  the  securities  to  be offered pursuant to this registration are registered
under  Section  12  of  the  Exchange  Act  of  1934, this item is inapplicable.

Item  5.  Interests  of  Named  Experts  and  Counsel

No  expert  or  counsel named in this prospectus as having prepared or certified
any  part  of  it or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or  offering of the common stock was employed on a contingency basis, or had, or
is  to  receive, in connection with the offering, a substantial interest, direct
or  indirect, in the Company or any of its parents or subsidiaries.  Nor was any
such  person connected with the Company or any of its parents or subsidiaries as
a  promoter,  managing  or  principal  underwriter,  voting  trustee,  director,
officer,  or  employee.

Cane  &  Company,  LLC,  Independent  Counsel,  has  provided  an opinion on the
validity  of  the  Company's  common  stock.

Item  6.  Indemnification  of  Directors  and  Officers

The  officers  and  directors  of the Company are indemnified as provided by the
Nevada  Revised Statutes (the "NRS") and the Articles and Bylaws of the Company.

In 1995, the Company adopted Amended and Restated Articles of Incorporation. The
Company has included in such Articles a provision that limits personal liability
for  breach  of  fiduciary  duty  of  its  Directors  and Officers to the extent
provided  by  Nevada Revised Statutes 78.037. The provision contained within the
Articles  of  Incorporation  does  not  eliminate  or  limit  the liability of a
Director  or Officer for acts or omissions which involve intentional misconduct,
fraud,  a knowing violation of law, or the payment of distributions in violation
of  Nevada  Revised  Statutes  ("NRS")  section  78.300.  If,  subsequent to the
adoption  of  the  Amended and Restated Articles of Incorporation, Chapter 78 of
the  NRS  is  amended  or interpreted to eliminate or limit further the personal
liability  of  Directors  or  Officers,  then the liability of all Directors and
Officers  will  be  eliminated  or limited to the full extent then so permitted.

The  Bylaws  provide that the Company shall 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 an action by or in the right of the Company, by reason
of  the fact that he or she is or was a director, officer, employee, or agent of
the  Company,  or is or was serving at the request of the Company as a director,
officer,  employee  or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses, including attorney fees, judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him or
her  in  connection  with  the action, suit or proceeding, if he or she acted in
good  faith  and in a manner which he or she reasonably believed to be in or not
opposed  to  the best interests of the Company, and with respect to any criminal
action  or proceeding, had no reasonable cause to believe his or her 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 or she believed to be in or not opposed
to  the  best  interests  of the Company, and that, with respect to any criminal
action  or proceeding, he or she had reasonable cause to believe that his or her
conduct  was  unlawful.

Any  indemnification  under the Bylaws of the Company, unless ordered by a court
or  advanced  pursuant  to  the  Bylaws  of  the  Company,  shall 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 shall be made: (i) by the stockholders; (ii) by
the  Board  of  Directors by a majority vote of a quorum consisting of directors
who  were  not parties to the action, suit or proceeding; or (iii) if a majority
vote  of  a  quorum  consisting of directors who were not parties to the action,
suit or proceeding cannot be obtained, by independent legal counsel in a written
opinion.

Other  relevant provisions appear in Article IV of the Bylaws of the Company and
are incorporated by reference in this Registration. See Item 8 - Exhibits below.

Item  7.  Exemption  from  Registration  Claimed

As  no  restricted  securities  are  to be re-offered or resold pursuant to this
registration  statement,  this  item  is  inapplicable.

Item  8.      Exhibits

Exhibit
Number     Description  of  Document
-----      -------------------------
4.1          American  Wagering,  Inc.  2001  Stock  Option  Plan
3.1          Bylaws  *
5.1          Opinion of Cane & Company, LLC regarding the due
             authorization and valid issuance  of  the  shares  of
             Common Stock issuable upon exercise of the options
             with  consent  to  use.
23.1         Consent  of  Piercy  Bowler  Taylor  Kern,  Independent  Auditors
24.1         Power  of  Attorney  (included  on  the  signature  page  of  this
             registration  statement).

*  Incorporated  by  reference  to  Exhibit 3.2 to the registrant's Registration
Statement  on  Form  SB-2  File  No.33-8043

Item  9.      Undertakings

The  Company  hereby  undertakes:

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

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

     (2)  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;  and

     (3)  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  that  paragraphs  (a)  (1) and (2) do not apply if the
information  required  to  be  included  in  a post-effective amendment by those
paragraphs  is  contained  in  periodic reports filed by the Company pursuant to
section  13  or  section  15(d)  of  the  Exchange  Act that are incorporated by
reference  herein.

(b)  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.

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

(2)     The  Company  hereby  undertakes  that,  for purposes of determining any
liability  under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or 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  the time shall be deemed to be the
initial  bona  fide  offering  thereof.

(3)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the  Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or
paid  by  the  director,  officer  or  controlling  person of the Company 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  Company  will, unless in the opinion of the counsel the matter
has  been  settled  by  controlling  precedent,  submit  to  the  appropriate
jurisdiction  the  question  of  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,
American  Wagering,  Inc.,  certifies  that it has reasonable grounds to believe
that  it meets all of the requirements for filing a 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, Nevada, on this  29th day
of May,  2002.

                                    AMERICAN  WAGERING,  INC.

                                By: /s/ Victor Salerno
                                    ______________________
                                    Victor Salerno,
                                    President and Chief Executive Officer

                                POWER OF ATTORNEY

Each  person  whose  signature  appears  below  constitutes  and appoints Victor
Salerno,  as  his  true and lawful attorney-in-fact and agent with full power of
substitution  and  re-substitution for him and his name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration Statement
(including  post-effective amendments or any abbreviated registration statements
and  any  amendments thereto filed pursuant to Rule 462(b) increasing the number
of  securities  for which registration is sought) and to file the same, with all
exhibits  thereto  and  other  documents  in  connection  therewith,  with  the
Securities  and  Exchange  Commission,  granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary  to  be  done  in and about the foregoing, as fully to all intents and
purposes  as  he might or could do in person hereby ratifying and confirming all
that  said  attorney-in-fact,  or his substitute, may lawfully 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 below by the following person in the capacities and on
the  date  indicated.

Signature             Title                                  Date
---------             -----                                  ----

/s/ Victor Salerno
-----------------     President; Chief Executive             May  29,  2002
Victor  Salerno       Officer;  Director

/s/ Timothy Lockinger
------------------    Chief Financial Officer, Secretary     May  29,  2002
Timothy Lockinger     Treasurer,  and  Director

/s/ W. Larry Swecker
--------------------
W. Larry Swecker      Director                               May  29,  2002

/s/ Judith Salerno
--------------------
Judith Salerno        Director                               May  30,  2002