S-8

As filed with the Securities and Exchange Commision on January 14, 2005

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

ALLIANCE GAMING CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

NEVADA	88-0104066
(State or Other Jurisdiction ofIncorporation or Organization)	(I.R.S. EmployerIdentification No.)

6601 South Bermuda Road

Las Vegas, Nevada 89119

(702) 270-7600

(Address, Including Zip Code, and Telephone Number, Including Area Code, of

Registrant’s Principal Executive Offices)

ALLIANCE GAMING CORPORATION

AMENDED AND RESTATED 2001 LONG TERM INCENTIVE PLAN

(Full title of the plan)

Mark Lerner

Senior Vice President and Secretary

ALLIANCE GAMING CORPORATION

6601 South Bermuda Road

Las Vegas, Nevada 89119

(702) 270-7600

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,

of Agent for Service)

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
Title of Securities	Amount to	Offering Price per	Aggregate	Registration
to be Registered	be Registered	Share*	Offering Price*	Fee
Common Stock	2,500,000	$11.94 per share	$29,837,500	$3,511.87

* Estimated in accordance with Rule 457(h) and Rule 457(c) solely for purposes of calculating the registration fee and based on the average of the high and low prices of the Common Stock of Alliance Gaming Corporation on the New York Stock Exchange on January 11, 2005 of $12.05 and $11.82.

    This Registration Statement also covers such indeterminable number of additional shares of common stock as may become issuable to prevent dilution in the event of stock splits, stock dividends or similar transactions pursuant to the terms of the Amended and Restated 2001 Long-Term Incentive Plan.

INTRODUCTION

At the Annual Meeting of Alliance Gaming Corporation (the “Company” or the “Registrant”) held on December 8, 2004, stockholders holding a majority of the shares of the Company’s voting stock approved an increase in the amount of shares of the Company’s Common Stock, par value $.10 per share (the “Common Stock”), that may be issued under the Company’s Amended and Restated 2001 Long Term Incentive Plan (the “Plan”) by 2,500,000.

This Registration Statement is being filed by the Company in accordance with General Instruction E to Form S-8 to register these additional 2,500,000 shares of the Company’s Common Stock that may be issued under the Plan.  The contents of (i) the Company’s Registration Statement on Form S-8 (File No. 333-81154; filed January 22, 2002) registering 2,000,000 shares of Common Stock to be issued under the Plan (taking into account a two-for-one stock split of the Company’s Common Stock effective August 21, 2001 for shareholders of record on July 31, 2001); (ii) the Company’s Registration Statement on Form S-8 (File No. 333-105087; filed May 8, 2003) registering an additional 2,000,000 shares of Common Stock to be issued under the Plan; and (iii) the Company’s Registration Statement on Form S-8 (File No. 333-115271; filed May 7, 2004) registering an additional 3,500,000 shares of Common Stock to be issued under the Plan (collectively, the “Registration Statements”) are incorporated by reference herein (unless otherwise indicated below).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

Not filed as part of this registration statement in accordance with the Note to Part I of Form S-8.

Item 2. Registrant Information and Employee Plan Annual Information.

Not filed as part of this registration statement in accordance with the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Company with the Securities and Exchange Commission are hereby incorporated in this registration statement by reference:

(a)  The Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2004, as amended by Amendment No. 1 on Form 10-K/A, filed with the Commission on September 13, 2004 and October 28, 2004, respectively;

(b)  The Company’s Definitive Proxy Statement for the 2004 Annual Meeting of Stockholders held on December 8, 2004, filed on November 9, 2004;

(c)  The Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2004, filed on November 9, 2004;

(d)  The Company’s Current Reports on Form 8-Ks filed on October 5, 2004, November 15, 2004, December 9, 2004, December 16, 2004, December 27, 2004 and January 4, 2005, respectively.

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(e)  The description of the common stock contained in a registration statement we filed under Section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into and to be part of this registration statement and the prospectus that is part hereof from the date of filing of such documents.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Limited Liability and Indemnification of Directors and Officers.

The contents of Item 6 in the prior Registration Statements are hereby incorporated by reference into this registration statement.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Unless otherwise indicated below as being incorporated by reference to another filing of the Company with the Commission, each of the following exhibits is filed herewith:

Exhibit Number	Description
4.1	The Company’s Amended and Restated 2001 Long Term Incentive Plan (incorporated herein by reference to Exhibit 4.1 to the Company’s Form S-8/POS, Registration Number 333-115271, as filed with the Securities and Exchange Commission on November 2, 2004).
4.2	Amendment Number One to the Company’s Amended and Restated 2001 Long-Term Incentive Plan, dated as of December 8, 2004.
4.3	Restated Articles of Incorporation of the Company adopted March 8, 1999 (incorporated herein by reference to Exhibit 4.6 to the Company’s Form S-8, Registration Number 333-115271, as filed with the Securities and Exchange Commission on May 7, 2004).
4.4	Revised and Amended By Laws of the Company adopted February 11, 1998 (incorporated herein by reference to the Company’s Form 10-Q for the quarter ended December 31, 1997, as filed with the Securities and Exchange Commission on February 17, 1998).
5.1	Opinion of Gibson, Dunn & Crutcher LLP regarding the validity of the securities being registered.
23.1	Consent of Deloitte & Touche LLP, independent registered public accounting firm
23.2	Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on Signature Pages).

Item 9. Undertakings.

The contents of Item 9 in the prior Registration Statements are hereby incorporated by reference into this registration statement.

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Signatures

Pursuant to the requirements of the Securities Act of 1933, 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, in the City of Las Vegas, State of Nevada, on January 14, 2005.

ALLIANCE GAMING CORPORATION
By:	/s/ Mark Lerner
	Mark Lerner
	Senior Vice President and Secretary

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature to this Registration Statement appears below hereby constitutes and appoints Richard Haddrill and Mark Lerner, and each or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective 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, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his substitute or their substitutes, 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 persons in their capacities and on the dates indicated.

Signature	Title	Date
/s/Richard Haddrill	Director, President and Chief Executive Officer	January 14, 2005
Richard Haddrill
/s/ Robert L. Saxton	Executive Vice President, Treasurer and Chief Financial Officer	January 14, 2005
Robert L. Saxton
/s/ Jacques Andre	Director	January 14, 2005
Jacques André
/s/ Anthony DiCesare	Director	January 14, 2005
Anthony DiCesare
/s/ Joel Kirschbaum	Director	January 14, 2005
Joel Kirschbaum
/s/ David Robbins	Director	January 14, 2005
David Robbins
/s/ Kevin Verner	Director	January 14, 2005
Kevin Verner

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Exhibit Index

Exhibit Number	Description
4.1	The Company’s Amended and Restated 2001 Long Term Incentive Plan (incorporated herein by reference to Exhibit 4.1 to the Company’s Form S-8/POS, Registration Number 333-115271, as filed with the Securities and Exchange Commission on November 2, 2004).
4.2	Amendment Number One to the Company’s Amended and Restated 2001 Long-Term Incentive Plan, dated as of December 8, 2004.
4.3	Restated Articles of Incorporation of the Company adopted March 8, 1999 (incorporated herein by reference to Exhibit 4.6 to the Company’s Form S-8, Registration Number 333-115271, as filed with the Securities and Exchange Commission on May 7, 2004).
4.4	Revised and Amended By Laws of the Company adopted February 11, 1998 (incorporated herein by reference to the Company’s Form 10-Q for the quarter ended December 31, 1997, as filed with the Securities and Exchange Commission on February 17, 1998).
5.1	Opinion of Gibson, Dunn & Crutcher LLP regarding the validity of the securities being registered.
23.1	Consent of Deloitte & Touche LLP, independent registered public accounting firm
23.2	Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on Signature Pages).

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EX-4.2

EXHIBIT 4.2

AMENDMENT NUMBER ONE

TO THE ALLIANCE GAMING CORPORATION

AMENDED AND RESTATED

2001 LONG-TERM INCENTIVE PLAN

WHEREAS, Alliance Gaming Corporation (“the Company”) has adopted the Alliance Gaming Corporation Amended and Restated 2001 Long Term Incentive Plan (the “Plan”) which plan was originally approved by the stockholders of the Company on December 11, 2001, and amended and restated as of June 30, 2004.

WHEREAS, the Company has determined that an amendment should be made to the Plan to increase the number of shares of the Common Stock issuable thereunder to 10,000,000 shares, which increase was approved by affirmative vote of the holders of a majority of the shares of the Company’s voting stock at the annual stockholders meeting held on December 8, 2004.

WHEREAS, the Company is authorized to amend the Plan pursuant to Section 18 thereof.

NOW, THEREFORE, the Plan is hereby amended as follows:

1.That the first sentence of section 3 of the Plan is amended by replacing 7,500,000,

with 10,000,000, so that the first sentence of section 3, as amended, reads in its entirety as

follows:

       “Limitation on Number of Shares.  The number of shares which may at any time be made subject to options or Stock Appreciation Rights, or which may be issued upon the exercise of options or Stock Appreciation Rights granted under the Plan or made subject to grants of restricted stock or restricted stock units, is limited to an aggregate of 10,000,000 shares of the common stock, $.10 par value, of the Company (the “Stock”).

Executed this 8th day of December, 2004, to be effective as of the date hereof.

ALLIANCE GAMING CORPORATION
By:	/s/ Mark Lerner,
Mark Lerner, Secretary

EX-5.1

EXHIBIT 5.1

GIBSON, DUNN & CRUTCHER LLP

333 S. Grand Avenue

Los Angeles, California 90071

Telephone (213) 229-7000

Telecopier (213) 229-7520

                                                                                                January 14, 2005

Alliance Gaming Corporation

6601 S. Bermuda Road

Las Vegas, NV 89119

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Alliance Gaming Corporation, a Nevada corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the “Registration Statement”) with respect to the registration under the Securities Act of 1933, as amended, of 2,500,000 shares (the “Shares”) of Common Stock, $0.10 par value, of the Company (the “Common Stock”). The 2,500,000 shares of Common Stock subject to the Registration Statement are to be issued under the Company’s Amended and Restated 2001 Long Term Incentive Plan (the “Plan”).

We have examined the originals or certified copies of such corporate records, certificates of officers of the Company and/or public officials and such other documents and have made such other factual and legal investigations as we have deemed relevant and necessary as the basis for the opinions set forth below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as conformed or photostatic copies and the authenticity of the originals of such copies.

Based on our examination mentioned above, subject to the assumptions stated above and relying on the statements of fact contained in the documents that we have examined, we are of the opinion that (i) the issuance by the Company of the Shares has been duly authorized and (ii) when issued in accordance with the terms of the Plan, the Shares will be duly and validly issued, fully paid and non-assessable shares of Common Stock.

We are admitted to practice in the State of California, but are not admitted to practice in the State of Nevada. However, for the limited purposes of our opinion set forth above, we are generally familiar with the law of Business Associations, Securities and Commodities of Nevada, contained in Title 7 of the Nevada Revised Statutes (“NRS Title 7”) as presently in effect and have made such inquiries as we consider necessary to render this opinion with respect to a Nevada corporation. Subject to the foregoing, this opinion letter is limited to the laws of NRS Title 7 and federal law as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdictions be changed after the date hereof by legislative action, judicial decision or otherwise.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ GIBSON, DUNN & CRUTCHER LLP

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of Alliance Gaming Corporation on Form S-8 of our report dated September 10, 2004, appearing in the Annual Report on Form 10-K, as amended by Amendment No.1 on Form 10-K/A, of Alliance Gaming Corporation for the year ended June 30, 2004.

DELOITTE & TOUCHE LLP

Las Vegas, Nevada

January 12, 2005