8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported) February 23, 2001


                              SILICON GAMING, INC.
             (Exact name of registrant as specified in its charter)


         California                   0-28294                    77-0357939
(State or other jurisdiction        (Commission                 (IRS Employer
      of incorporation)             File Number)             Identification No.)


2800 W. Bayshore Road, Palo Alto, California                       94303
  (Address of principal executive offices)                       (Zip Code)


       Registrant's telephone number, including area code: (650) 842-9000


                                 Not Applicable
         (Former name or former address, if changed since last report.)

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

   Exhibit No              Description
   ----------              -----------
      9.1               Notice of Termination of Exchange Warrants

ITEM 9. REGULATION FD DISCLOSURE

On February 23, 2001,  the company  distributed a notice of  termination  to the
registered holders of its exchange warrants issued June 30, 2000 in its exchange
offer. The notice of termination is set forth on Exhibit 9.1 and is incorporated
herein by reference.

The information in this report is being furnished  pursuant to Regulation FD. In
accordance  with General  Instruction  B.2 of Form 8-K, the  information in this
report  shall not be deemed to be  "filed"  for  purposes  of  Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated
by reference in any filing under the  Securities  Act of 1933,  as amended.  The
furnishing of the  information  set forth in this report is not intended to, and
does not,  constitute a  determination  or admission  as to the  materiality  or
completeness of such information.

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereto duly authorized.

                                       SILICON GAMING, INC.



Date: February 23, 2001                By: /s/ Andrew S. Pascal
                                           ------------------------------------
                                           Andrew S. Pascal
                                           Chief Executive Officer and President

EX-9.1

                                                                     Exhibit 9.1

                        [SILICON GAMING, INC. LETTERHEAD]

                   NOTICE OF TERMINATION OF EXCHANGE WARRANTS

To the Holders of Warrants to purchase
Common Stock of  Silicon Gaming, Inc.:

You are the registered  holder of warrants (the "Exchange  Warrants")  issued by
Silicon Gaming, Inc. ("Silicon Gaming") on June 30, 2000, as part of an exchange
offer whereby you exchanged each share of Silicon Gaming common stock for a unit
consisting of one share of common stock and a warrant to purchase 3.59662 shares
of common stock at an exercise  price of $0.1528 per share of common stock.  The
Exchange Warrants are governed by a Warrant Agreement between Silicon Gaming and
EquiServe of Boston, the Warrant Agent, dated as of April 17, 2000 (the "Warrant
Agreement").  A copy of the Warrant Agreement was filed as Exhibit 99.d.2 to the
Schedule  TO, filed by Silicon  Gaming on April 20,  2000,  and can be viewed at
www.sec.gov.  Or you may request a copy of the Warrant  Agreement  from  Silicon
Gaming at the following address:

                              Silicon Gaming, Inc.
                               Investor Relations
                             2800 West Bayshore Road
                               Palo Alto, CA 94303

On  February  7, 2001,  Silicon  Gaming  distributed  a Proxy  Statement  to its
stockholders  giving notice of a special meeting of the  stockholders to be held
February  27, 2001.  At that  meeting,  stockholders  will vote on a proposal to
adopt an  Agreement  and Plan of  Merger  with  International  Game  Technology,
pursuant to which, if approved by  stockholders,  Silicon Gaming will merge with
and into a wholly owned  subsidiary of  International  Game  Technology and each
share of common  stock of Silicon  Gaming will  automatically  convert  into the
right to receive cash.  Assuming  certain shares of WagerWorks  owned by Silicon
Gaming are sold for $6.0 million,  the  estimated  proceeds per share of Silicon
Gaming common stock from the proposed merger  transaction is $0.1025 to $0.1225,
substantially less than the exercise price of the Exchange Warrants ($0.1528).

The proposed merger transaction with  International Game Technology  constitutes
an "Extraordinary  Transaction" as that term is defined in Section 4.1(d) of the
Warrant  Agreement.  As such,  Silicon  Gaming  is  required  to give  notice to
registered holders of Exchange Warrants of its intention to pursue this proposed
merger   transaction  at  least  twenty  days  prior  to   consummation  of  the
Extraordinary  Transaction.  This letter shall  constitute  notice,  pursuant to
Section 4.3 of the Warrant  Agreement,  of Silicon  Gaming's  intention to enter
into an Extraordinary Transaction.

Pursuant to Section 4.1(d) of the Warrant Agreement,  the Exchange Warrants will
terminate  on  the  effective  date  of  the  Extraordinary  Transaction  unless
provision  is made in the  transaction,  in the sole  discretion  of the parties
thereto, for the assumption of the Warrants or the substitution for the Exchange
Warrants  of new  warrants  of the  successor  person  or  entity or a parent or
subsidiary thereof.  The parties to the proposed merger transaction have elected
not to make  provision  for the  assumption  or  substitution  for the  Exchange
Warrants by the successor to Silicon Gaming.

THE EXCHANGE WARRANTS ARE NOT CURRENTLY  EXERCISABLE AND WILL NOT BE EXERCISABLE
PRIOR TO THE CONSUMMATION OF THE PROPOSED MERGER TRANSACTION.  ACCORDINGLY,  THE
CONSUMMATION  OF THE  PROPOSED  MERGER  TRANSACTION  WILL  HAVE  THE  EFFECT  OF
AUTOMATICALLY EXTINGUISHING ALL EXCHANGE WARRANTS.

If approved by the  stockholders of Silicon Gaming,  it is anticipated  that the
proposed merger would be consummated in the first or second quarter of 2001, but
no earlier than twenty days from the date of this notice.


Dated: February 20, 2001                Silicon Gaming, Inc.