Registration No. 33-71606
- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                ---------------

                                AMENDMENT NO. 1

                                       TO

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                ---------------

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


          DELAWARE                                88-0274743
   (State or other jurisdiction                 (I.R.S. employer
of incorporation or organization)             identification number)

             6601 South Bermuda Road, Las Vegas, Nevada 89119-3605
               (Address of Principal Executive Office) (Zip Code)

                                ---------------

                              1991 Incentive Plan
                    1991 Non-Employee Directors' Option Plan
                     1992 Restricted Stock Performance Plan
                           (Full title of the Plans)

                                ---------------


     NEIL E. JENKINS, ESQ.                        GERALD ADLER, ESQ.
BALLY GAMING INTERNATIONAL, INC.            SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN
  6601 SOUTH BERMUDA ROAD                           919 THIRD AVENUE
LAS VEGAS, NEVADA 89119-3605                    NEW YORK, NEW YORK 10022
     (702) 896-7700                                        (212) 758-9500

                      (Name, address and telephone number,
                   including area code of agents for service)




    


                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

        The following exhibits are filed as part of this Amendment No. 1
        to the Registration Statement:

        4.8   Amendment No. 3 to 1991 Incentive Plan of Bally Gaming
              International, Inc.

        4.9   Amendment No. 3 to the 1991 Non-Employees Directors'
              Option Plan of Bally Gaming International, Inc.

       23.4   Consent of Coopers & Lybrand





    



                        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, Nevada on the 30th day of
May, 1996.


                                        BALLY GAMING INTERNATIONAL, INC.

                                        By: /s/ Scott Schweinfurth
                                            -----------------------
                                            Scott Schweinfurth
                                            Senior Vice President,
                                            Chief Financial Officer
                                            and Treasurer

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons, in the
capacities and on the date indicated.




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

                                                                                    
/s/ Richard Gillman            Chairman of the Board and Chief Executive                  May 30, 1996
- ------------------------       Officer (principal executive officer)
Richard Gillman

/s/ Hans Kloss                 President, Chief Operating Officer and Director            May 30, 1996
- ------------------------
Hans Kloss


/s/ Scott Schweinfurth         Senior Vice President, Chief Financial Officer             May 30, 1996
- ------------------------       and Treasurer (principal financial officer and
Scott Schweinfurth             principal accounting officer)

/s/ Neil Jenkins               Director and Executive Vice President                      May 30, 1996
- ------------------------
Neil Jenkins


/s/ Charles C. Carella         Director                                                   May 30, 1996
- ------------------------
Charles C. Carella

                               Director
- ------------------------
James Florio

                               Director
- ------------------------
Lewis Katz


/s/ Kenneth D. McPherson       Director                                                   May 30, 1996
- ------------------------
Kenneth D. McPherson






    




                                BALLY GAMING INTERNATIONAL, INC.
                                        AMENDMENT NO. 1
                                               TO
                                            FORM S-8
                                    REGISTRATION STATEMENT

                                         EXHIBIT INDEX


Exhibit
Number                          Description
- ------                          -----------

4.8               Amendment No. 3 to 1991 Incentive Plan of
                  Bally Gaming International, Inc.

4.9               Amendment No. 3 to the 1991 Non-Employees
                  Directors' Option Plan of Bally Gaming
                  International, Inc.

23.4              Consent of Coopers & Lybrand