SC TO-C

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE TO C
                                 (Rule 14d-100)

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                              SILICON GAMING, INC.
                       (Name of Subject Company (Issuer))

                          SILICON GAMING, INC. - ISSUER
             (Name of Filing Persons (Identifying Status of Offeror,
                            Issuer or Other Person))

                                  COMMON STOCK
                         (Title of Class of Securities)

                                   827054 10 7
                      (CUSIP Number of Class of Securities)


          Andrew S. Pascal                              With Copy to:
President and Chief Executive Officer               Joseph M. Crabb, Esq.
        Silicon Gaming, Inc.                         Joel J. Agena, Esq.
      2800 West Bayshore Road                  Squire, Sanders & Dempsey L.L.P.
       Palo Alto, California                 40 North Central Avenue, Suite 2700
          (650) 842-9000                           Phoenix, Arizona 85004
  (Name, Address and Telephone Numbers of Person Authorized to Receive Notices
               and Communications on Behalf of the Filing Person)

                            CALCULATION OF FILING FEE
================================================================================
       Transaction value                               Amount of Filing Fee
- --------------------------------------------------------------------------------
             N/A                                               N/A
================================================================================

[ ] Check box if any part of the fee is offset as  provided  by Rule  0-11(a)(2)
and  identify  the filing with which the  offsetting  fee was  previously  paid.
Identify the previous filing by registration  statement  number,  or the Form or
Schedule and the date of its filing.

Amount Previously Paid: ______________      Filing Party:________________
Form or Registration No.: ____________      Date Filed: _________________

[ ] Check the box if the filing  relates  solely to  preliminary  communications
made before the commencement of a tender offer.

Check the  appropriate  boxes below to designate any  transactions  to which the
statement relates:

[ ]      third-party tender offer subject to Rule 14d-1.
[X]      issuer tender offer subject to Rule 13e-4.
[ ]      going-private transaction subject to Rule 13e-3.
[ ]      amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]

ITEM 4. TERMS OF THE TRANSACTION.

The  information  set forth in the press release  attached as Exhibit  (a)(1) is
incorporated herein by reference.

ITEM 12. EXHIBITS.

EXHIBIT NO.          DESCRIPTION
- -----------          -----------
(1)(a)               Press Release dated June 14, 2000.

                                    SIGNATURE

     After due inquiry  and to the best of my  knowledge  and belief,  I certify
that the information set forth in this statement is true, complete and correct.

                                        Dated: June 14, 20000


                                        SILICON GAMING, INC.


                                        By: /s/ Andrew S. Pascal
                                           ------------------------------
                                        Name: Andrew S. Pascal
                                        Title: President and Chief
                                               Executive Officer

                                  EXHIBIT INDEX

EXHIBIT NO.         DESCRIPTION
- -----------         -----------
(1)(a)              Press Release dated June 14, 2000.

EX-1.A

                              [Silicon Letterhead]

FOR INFORMATION CONTACT:
Andrew Pascal, CEO (Analysts)                   Joel Pascal (Investor Relations)
(650) 842-9000                                  (650) 842-9000

FOR IMMEDIATE RELEASE

              SILICON GAMING ANNOUNCES EXTENSION OF EXCHANGE OFFER

     PALO ALTO, California,  June 14, 2000 -- Silicon Gaming, Inc. (OTC Bulletin
Board:  SGIC.OB) announced today that it is extending the expiration date of its
exchange  offer to 5:00 P.M. New York City time on June 30,  2000.  The exchange
offer was  scheduled to expire at 5:00 P.M. New York City time on June 23, 2000.
As of June 12,  2000,  the  company's  exchange  agent had received 393 Election
Notices  representing  7,901,970  shares of common  stock  participating  in the
exchange offer.

The company is filing with the SEC a Supplement to the Offering  Circular  dated
April 17, 2000.  The  Supplement  is dated June 12, 2000 and it is expected that
the  Supplement  will  be  distributed  to  shareholders   beginning   tomorrow.
Shareholders should carefully read and consider the information  provided in the
Supplement as well as the information  provided earlier in the Offering Circular
dated April 17, 2000.  Shareholders can view the Supplement at the SEC's website
at:  http:\\www.sec.gov.  The company will also provide copies of the Supplement
free to  shareholders.  In addition,  copies of the Supplement will be available
from our  information  agent and our  exchange  agent,  whose phone  numbers are
listed below and in the Offering Circular dated April 17, 2000.

EquiServe Trust Company,  N.A., the company's  transfer agent,  will continue to
act as exchange agent in the exchange offer, and will also act as warrant agent.
Georgeson  Shareholder  Communications  Inc. will continue to act as information
agent in the exchange offer.  Shareholders may contact the information  agent at
(800) 223-2064,  or collect at (212) 440-9800,  for information  about tendering
Election Notices.

Silicon Gaming, Inc. designs and manufactures a full line of innovative wagering
products,  including  the Family  Feud  Wagering  Attraction,  and an  extensive
library of game applications including Phantom Belle, Banana-Rama,  Eureka, Cash
Cruise,  TopHat 21 and Hot Reels.  Headquartered in Palo Alto,  California,  the
Company is traded on the OTC Electronic Bulletin Board as SGIC.OB.

                           FORWARD-LOOKING STATEMENTS

This press release may contain certain  forward-looking  statements that involve
risks and  uncertainties.  These are statements about future events,  results of
operation,  business plans and other matters.  The Company's  actual results may
differ materially from the results discussed in the  forward-looking  statements
based on various factors and risks,  including those identified in the Company's

Form 10-K for the year ended  December 31, 1999.  We use words such as "expect",
"anticipate",  "intend"  or other  similar  words to  identify  forward  looking
statements.  These  statements  are made  based  on our  current  knowledge  and
understanding.  However,  there can be no assurances as to whether or not actual
results will be  consistent  with these  statements.  We have no  obligation  to
update the forward-looking statements made in this press release.

  For more information on Silicon Gaming, Inc., visit the Company's website at
                          http://www.silicongaming.com