<PAGE>
 
              As filed with the Securities and Exchange Commission
                                on July 2, 1997
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                           MIKOHN GAMING CORPORATION
             (Exact name of Registrant as specified in its charter)

            Nevada                                   88-0218876
(State or other jurisdiction of            (IRS Employer Identification 
incorporation or organization)                        Number)

       1045 Palms Airport Dr, P. O. Box 98686, Las Vegas, NV 89193-8686
                    (Address of Principal Executive Office)

            Mikohn Gaming Corporation Stock Option Plan, as Amended
        Mikohn Gaming Corporation Director Stock Option Plan, as Amended
                           (Full title of the plans)

                          Charles H. McCrea, Jr., Esq.
        1045 Palms Airport Dr, P. O. Box 98686, Las Vegas, NV 89193-8686
                    (Name and address of agent for service)

                                 (702) 896-3890
          (Telephone number including area code, of agent for service)


<TABLE>
<CAPTION>
==================================================================================================
Title of                                      Proposed             Proposed
Securities                Amount              Maximum         Maximum Aggregate        Amount of
to be                     to be            Offering Price          Offering           Registration
Registered              Registered           per Share               Price                 Fee
----------              ----------         --------------     -----------------       ------------
<S>                     <C>                <C>                <C>                     <C>  
Common Stock,            700,000
$.10 Par Value           shares (1)             $4.00(2)           $2,800,000            $848.48
==================================================================================================
</TABLE>

(1)  Includes an indeterminate number of shares which may be issued as a result
     of anti-dilution provisions set forth in each of the stock option plans to
     which this Registration Statement relates.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457, based on the average of the high and low prices of
     the Registrant's Common Stock as reported on the NASDAQ National Market
     System on June 25, 1997
<PAGE>
 
                           MIKOHN GAMING CORPORATION

                               EXPLANATORY NOTE

          This Registration Statement relates to a 1997 amendment to the Mikohn
Gaming Corporation Stock Option Plan, as heretofore amended (the "Stock Option
Plan").  This 1997 amendment increased the aggregate number of shares of common
stock authorized for issuance under the Stock Option Plan from 1,700,000 to
2,400,000.  The Mikohn Gaming Corporation Director Stock Option Plan as
heretofore amended (the "Director Plan"), which also is covered by this
Registration Statement, has not been further amended.  The Stock Option Plan and
the Director Plan are herein collectively referred to as the "Plans."

          The shares of common stock issuable under the Plans were originally
registered pursuant to a Registration Statement on Form S-8 (File No. 33-73506)
which was filed with the Securities and Exchange Commission ("Commission") on
December 29, 1993 (the "1993 Registration Statement").  Shares of common stock
totaling 750,000 were initially authorized for issuance under the 1993
Registration Statement, 700,000 under the Stock Option Plan and 50,000 shares
under the Director Plan.

          Additional shares of common stock issuable under the Plans were
registered pursuant to a Registration Statement on Form S-8 (File No. 333-07441)
which was filed with the Commission on July 2, 1996 (the "1996 Registration
Statement").  The additional shares registered under the 1996 Registration
Statement included  1,000,000 shares allocated to the Stock Option Plan (for a
total of 1,700,000) and 100,000 shares allocated to the Director Plan (for a
total of 150,000), bringing the aggregate number of shares registered under both
Plans to 1,850,000.

          This Registration Statement relates to and registers an additional
700,000 shares that may be issued pursuant to the Stock Option Plan.  The
contents of the 1993 Registration Statement and the 1996 Registration Statement
are hereby incorporated by reference.  The Items below contain information
required in this Registration Statement that was not included in the 1993
Registration Statement and the 1996 Registration Statement.

                                      II-2
<PAGE>
 
                                 PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

          There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Commission:

          (a) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, including the portions of the Registrant's definitive proxy
statement for its 1997 Annual Meeting of Stockholders incorporated by reference
into such Annual Report;

          (b) Registrant's Quarterly Report on Form 10-Q for the three months
ended March 31, 1997; and

          (c) the description of the Registrant's Common Stock contained in the
Registrant's registration Statement on Form 8-A which was filed with the
Commission pursuant to Section 12 of the Securities Exchange act of 1934, as
amended (the "Exchange Act") on November 2, 1993, and any amendment or report
filed with the Commission for the purpose of updating such description.

          All documents filed with the Commission by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after 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 by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.  Any statement contained herein or in a document, all
or a portion of which is incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein 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.

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                      II-3
<PAGE>
 
 Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Subsection 1 of Section 78.751 of the Nevada General Corporation Law
(the "Nevada Law") empowers a corporation to 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 (other than an 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 or enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceedings, had no
reasonable cause to believe his conduct was unlawful.

          Subsection 2 of Section 78.751 empowers a corporation to 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 such
person acted in any of the capacities set forth above against expenses,
including amounts paid in settlement and attorneys' fees, actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted under standards similar to those set forth above,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged 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 such action or suit was brought determines
that despite the adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.

          Section 78.751 further provides that to the extent a director or
officer of a corporation has been unsuccessful in the defense of any action,
suit or proceeding referred to in subsections (1) and (2) or in the defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification provided for by Section 78.751 shall
not be deemed exclusive of any other rights to which the indemnified party may
be entitled; that indemnification, unless ordered by the court or for the
advancement of certain expenses, may not be made to or on behalf of any director
or officer if a final adjudication establishes that his acts or omissions
involved intentional misconduct, fraud or a knowing violation of the law and was
material to the cause of action; and that the scope of

                                      II-4
<PAGE>
 
indemnification shall continue as to directors, officers, employees or agents
who have ceased to hold such positions, and to their heirs, executors and
administrators.

          Sections 78.752 of the Nevada Law empowers the corporation to purchase
and maintain insurance on behalf of a director, officer, employee or agent of
the corporation against any liability asserted against him or incurred by him in
any such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 78.151.

          The Articles of Incorporation and Bylaws of the Registrant provide for
indemnification or its officers and directors, substantially identical in scope
to that permitted under Section 78.151 of the Nevada Law.  The Bylaws provide
that the expenses of officers and directors incurred in defending any action,
suit or proceeding, whether civil, criminal, administrative or investigative,
must be paid by the Registrant 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 all amounts so advanced if it
is ultimately determined by a court of competent jurisdiction that the officer
or director is not entitled to be indemnified by the Registrant.

          The Registrant has entered into indemnification agreements with
certain of its directors and officers that require the Registrant to indemnify
such directors and officers to the fullest extent permitted by applicable
provisions of Nevada, subject to amounts paid by insurance.

          Each of the Plans to which this Registration Statement refers requires
the Registrant to indemnify its directors against liabilities which may be
incurred in connection with the administration of the Plans, other than
liabilities that result from the negligence, bad faith, willful misconduct or
criminal acts of such directors.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

Item 8.  EXHIBITS

         4.1  Mikohn Gaming Corporation Stock Option Plan, as amended.

         4.2  Specimen Common Stock Certificate. Incorporated by reference to
              Exhibit 4 to Amendment No. 3 to the Registration Statement on Form
              S-1 (No. 33-69076) filed by the Registrant under the Securities
              Act of 1933, as amended ("Securities Act").

                                      II-5
<PAGE>
 
         5.1  Opinion of Charles H. McCrea, Sr., Esq.

        23.1  Consent of Deloitte & Touche LLP

        23.2  Consent of Charles H. McCrea, Sr., Esq. (contained in Exhibit
              5.1).

        24.1  Power of Attorney (see page S-1).  Not applicable.

Item 9.   UNDERTAKINGS.

     (a) 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; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of this 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 this Registration Statement; (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; provided, however, that clauses
(1)(i) and (1) (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

          (2) That, for the purpose of determining any liability under the
Securities Act, 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.

     (b) The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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
offering thereof.

                                      II-6
<PAGE>
 
     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the securities 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.



                                      II-7
<PAGE>
 
                                 SIGNATURES


          Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant 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, at Las Vegas, Nevada, on the 9th day of June, 1997.

                                 MIKOHN GAMING CORPORATION



                                 By /s/ DAVID J. THOMPSON
                                   -----------------------
                                    David J. Thompson
                                    Chairman of the Board and
                                    Chief Executive Officer

          Each of the persons whose signature appears below hereby appoints
David J. Thompson and Richard M. Irvine, or either of them, his attorney-in-fact
and agent to sign any and all amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission; grants to each such
attorney-in-fact full power and authority to perform and do each requisite act
and thing pertaining thereto with the same force and effect as the undersigned
might perform and do in person; and ratifies and confirms all that each said
attorney-in-fact might lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
 
      Signature                    Title               Date
----------------------   -------------------------     ----
<S>                      <C>                           <C>

S/DAVID J. THOMPSON      Chairman of the Board and     June 9, 1997       
----------------------   Chief Executive Officer         
David J. Thompson       
                                                         
                                                         
S/RICHARD M. IRVINE      Director, President and       June 9, 1997
----------------------   Chief Operating Officer         
Richard M. Irvine        
                                                         
                                                         
S/DENNIS A GARCIA        Director                      June 9, 1997
----------------------                           
Dennis A. Garcia         
                                                         
                                                         
S/BRUCE E. PETERSON      Director                      June 9, 1997
----------------------  
Bruce E. Peterson       
</TABLE>                                                 

                                      S-1
<PAGE>
 
<TABLE>
 
<S>                        <C>                 <C>
                                                       
S/TERRANCE W. OLIVER       Director                    June 9, 1997
------------------------
Terrance W. Oliver
 
                                               
S/JOHN K. CAMPBELL         Director                    June 9, 1997
------------------------
John K. Campbell
 
                                              
S/DOUGLAS M. TODOROFF      Director                    June 9, 1997
------------------------
Douglas M. Todoroff
                          
                          
S/DONALD W. STEVENS        Executive Vice President,   June 9, 1997
------------------------   Treasurer and Chief              
  Donald W. Stevens        Financial Officer                
</TABLE>

                                      S-2
<PAGE>
 
                                   EXHIBIT INDEX
 
<TABLE> 
<CAPTION> 
                                                          Sequentially
                                                          Numbered Page
                                                          -------------
<S>                                                       <C> 
 4.1   Mikohn Gaming Corporation Stock Option
       Plan, as amended.................................      
 
 5.1   Opinion of Charles H. McCrea, Sr., Esq...........      
 
23.1   Consent of Deloitte & Touche LLP.................     

23.2   Consent of Charles H. McCrea, Sr., Esq.
       (contained in Exhibit 5.1).......................     N/A
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21283}]
{"company-data": {"conformed-name": "MIKOHN GAMING CORP", "cik": "0000912241", "assigned-sic": "3576", "irs-number": "880218876", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30605", "film-number": "97635335"}, "business-address": {"street1": "1045 PALMS AIRPORT DR", "street2": "STE E", "city": "LAS VEGAS", "state": "NV", "zip": "89119", "phone": "7028963890"}, "mail-address": {"street1": "1045 PALMS AIRPORT DR", "city": "LAS VEGAS", "state": "NV", "zip": "89119"}}
As filed with the Securities and Exchange Commission
                                on July 2, 1997
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           MIKOHN GAMING CORPORATION
             (Exact name of Registrant as specified in its charter)

            Nevada                                   88-0218876
(State or other jurisdiction of            (IRS Employer Identification 
incorporation or organization)                        Number)

       1045 Palms Airport Dr, P. O. Box 98686, Las Vegas, NV 89193-8686
                    (Address of Principal Executive Office)

            Mikohn Gaming Corporation Stock Option Plan, as Amended
        Mikohn Gaming Corporation Director Stock Option Plan, as Amended
                           (Full title of the plans)

                          Charles H. McCrea, Jr., Esq.
        1045 Palms Airport Dr, P. O. Box 98686, Las Vegas, NV 89193-8686
                    (Name and address of agent for service)

                                 (702) 896-3890
          (Telephone number including area code, of agent for service)
==================================================================================================
Title of                                      Proposed             Proposed
Securities                Amount              Maximum         Maximum Aggregate        Amount of
to be                     to be            Offering Price          Offering           Registration
Registered              Registered           per Share               Price                 Fee
----------              ----------         --------------     -----------------       ------------
Common Stock,            700,000
$.10 Par Value           shares (1)             $4.00(2)           $2,800,000            $848.48
==================================================================================================
(1)  Includes an indeterminate number of shares which may be issued as a result
     of anti-dilution provisions set forth in each of the stock option plans to
     which this Registration Statement relates.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457, based on the average of the high and low prices of
     the Registrant's Common Stock as reported on the NASDAQ National Market
     System on June 25, 1997
MIKOHN GAMING CORPORATION

                               EXPLANATORY NOTE

          This Registration Statement relates to a 1997 amendment to the Mikohn
Gaming Corporation Stock Option Plan, as heretofore amended (the "Stock Option
Plan").  This 1997 amendment increased the aggregate number of shares of common
stock authorized for issuance under the Stock Option Plan from 1,700,000 to
2,400,000.  The Mikohn Gaming Corporation Director Stock Option Plan as
heretofore amended (the "Director Plan"), which also is covered by this
Registration Statement, has not been further amended.  The Stock Option Plan and
the Director Plan are herein collectively referred to as the "Plans."

          The shares of common stock issuable under the Plans were originally
registered pursuant to a Registration Statement on Form S-8 (File No. 33-73506)
which was filed with the Securities and Exchange Commission ("Commission") on
December 29, 1993 (the "1993 Registration Statement").  Shares of common stock
totaling 750,000 were initially authorized for issuance under the 1993
Registration Statement, 700,000 under the Stock Option Plan and 50,000 shares
under the Director Plan.

          Additional shares of common stock issuable under the Plans were
registered pursuant to a Registration Statement on Form S-8 (File No. 333-07441)
which was filed with the Commission on July 2, 1996 (the "1996 Registration
Statement").  The additional shares registered under the 1996 Registration
Statement included  1,000,000 shares allocated to the Stock Option Plan (for a
total of 1,700,000) and 100,000 shares allocated to the Director Plan (for a
total of 150,000), bringing the aggregate number of shares registered under both
Plans to 1,850,000.

          This Registration Statement relates to and registers an additional
700,000 shares that may be issued pursuant to the Stock Option Plan.  The
contents of the 1993 Registration Statement and the 1996 Registration Statement
are hereby incorporated by reference.  The Items below contain information
required in this Registration Statement that was not included in the 1993
Registration Statement and the 1996 Registration Statement.

                                      II-2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

          There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed with the
Commission:

          (a) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, including the portions of the Registrant's definitive proxy
statement for its 1997 Annual Meeting of Stockholders incorporated by reference
into such Annual Report;

          (b) Registrant's Quarterly Report on Form 10-Q for the three months
ended March 31, 1997; and

          (c) the description of the Registrant's Common Stock contained in the
Registrant's registration Statement on Form 8-A which was filed with the
Commission pursuant to Section 12 of the Securities Exchange act of 1934, as
amended (the "Exchange Act") on November 2, 1993, and any amendment or report
filed with the Commission for the purpose of updating such description.

          All documents filed with the Commission by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after 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 by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.  Any statement contained herein or in a document, all
or a portion of which is incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein 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.

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                      II-3
Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Subsection 1 of Section 78.751 of the Nevada General Corporation Law
(the "Nevada Law") empowers a corporation to 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 (other than an 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 or enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceedings, had no
reasonable cause to believe his conduct was unlawful.

          Subsection 2 of Section 78.751 empowers a corporation to 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 such
person acted in any of the capacities set forth above against expenses,
including amounts paid in settlement and attorneys' fees, actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted under standards similar to those set forth above,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged 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 such action or suit was brought determines
that despite the adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.

          Section 78.751 further provides that to the extent a director or
officer of a corporation has been unsuccessful in the defense of any action,
suit or proceeding referred to in subsections (1) and (2) or in the defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification provided for by Section 78.751 shall
not be deemed exclusive of any other rights to which the indemnified party may
be entitled; that indemnification, unless ordered by the court or for the
advancement of certain expenses, may not be made to or on behalf of any director
or officer if a final adjudication establishes that his acts or omissions
involved intentional misconduct, fraud or a knowing violation of the law and was
material to the cause of action; and that the scope of

                                      II-4
indemnification shall continue as to directors, officers, employees or agents
who have ceased to hold such positions, and to their heirs, executors and
administrators.

          Sections 78.752 of the Nevada Law empowers the corporation to purchase
and maintain insurance on behalf of a director, officer, employee or agent of
the corporation against any liability asserted against him or incurred by him in
any such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 78.151.

          The Articles of Incorporation and Bylaws of the Registrant provide for
indemnification or its officers and directors, substantially identical in scope
to that permitted under Section 78.151 of the Nevada Law.  The Bylaws provide
that the expenses of officers and directors incurred in defending any action,
suit or proceeding, whether civil, criminal, administrative or investigative,
must be paid by the Registrant 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 all amounts so advanced if it
is ultimately determined by a court of competent jurisdiction that the officer
or director is not entitled to be indemnified by the Registrant.

          The Registrant has entered into indemnification agreements with
certain of its directors and officers that require the Registrant to indemnify
such directors and officers to the fullest extent permitted by applicable
provisions of Nevada, subject to amounts paid by insurance.

          Each of the Plans to which this Registration Statement refers requires
the Registrant to indemnify its directors against liabilities which may be
incurred in connection with the administration of the Plans, other than
liabilities that result from the negligence, bad faith, willful misconduct or
criminal acts of such directors.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

Item 8.  EXHIBITS

         4.1  Mikohn Gaming Corporation Stock Option Plan, as amended.

         4.2  Specimen Common Stock Certificate. Incorporated by reference to
              Exhibit 4 to Amendment No. 3 to the Registration Statement on Form
              S-1 (No. 33-69076) filed by the Registrant under the Securities
              Act of 1933, as amended ("Securities Act").

                                      II-5
5.1  Opinion of Charles H. McCrea, Sr., Esq.

        23.1  Consent of Deloitte & Touche LLP

        23.2  Consent of Charles H. McCrea, Sr., Esq. (contained in Exhibit
              5.1).

        24.1  Power of Attorney (see page S-1).  Not applicable.

Item 9.   UNDERTAKINGS.

     (a) 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; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of this 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 this Registration Statement; (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; provided, however, that clauses
(1)(i) and (1) (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.

          (2) That, for the purpose of determining any liability under the
Securities Act, 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.

     (b) The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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
offering thereof.

                                      II-6
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the securities 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 of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

                                      II-7
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant 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, at Las Vegas, Nevada, on the 9th day of June, 1997.

                                 MIKOHN GAMING CORPORATION

                                 By /s/ DAVID J. THOMPSON
                                   -----------------------
                                    David J. Thompson
                                    Chairman of the Board and
                                    Chief Executive Officer

          Each of the persons whose signature appears below hereby appoints
David J. Thompson and Richard M. Irvine, or either of them, his attorney-in-fact
and agent to sign any and all amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission; grants to each such
attorney-in-fact full power and authority to perform and do each requisite act
and thing pertaining thereto with the same force and effect as the undersigned
might perform and do in person; and ratifies and confirms all that each said
attorney-in-fact might lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature                    Title               Date
----------------------   -------------------------     ----
S/DAVID J. THOMPSON      Chairman of the Board and     June 9, 1997       
----------------------   Chief Executive Officer         
David J. Thompson       
                                                         
                                                         
S/RICHARD M. IRVINE      Director, President and       June 9, 1997
----------------------   Chief Operating Officer         
Richard M. Irvine        
                                                         
                                                         
S/DENNIS A GARCIA        Director                      June 9, 1997
----------------------                           
Dennis A. Garcia         
                                                         
                                                         
S/BRUCE E. PETERSON      Director                      June 9, 1997
----------------------  
Bruce E. Peterson
S-1
S/TERRANCE W. OLIVER       Director                    June 9, 1997
------------------------
Terrance W. Oliver
 
                                               
S/JOHN K. CAMPBELL         Director                    June 9, 1997
------------------------
John K. Campbell
 
                                              
S/DOUGLAS M. TODOROFF      Director                    June 9, 1997
------------------------
Douglas M. Todoroff
                          
                          
S/DONALD W. STEVENS        Executive Vice President,   June 9, 1997
------------------------   Treasurer and Chief              
  Donald W. Stevens        Financial Officer
S-2
EXHIBIT INDEX
Sequentially
                                                          Numbered Page
                                                          -------------
4.1   Mikohn Gaming Corporation Stock Option
       Plan, as amended.................................      
 
 5.1   Opinion of Charles H. McCrea, Sr., Esq...........      
 
23.1   Consent of Deloitte & Touche LLP.................     

23.2   Consent of Charles H. McCrea, Sr., Esq.
       (contained in Exhibit 5.1).......................     N/A