EXHIBIT 4.8
                   AMENDMENT NO. 3 TO THE
                     1991 INCENTIVE PLAN
                             OF
               BALLY GAMING INTERNATIONAL, INC.

        The 1991 Incentive Plan of Bally Gaming International, Inc., as
amended by Amendments No. 1 and 2 thereto (the "Plan"), is hereby amended as
follows:

1. Section 17 of the Plan is hereby amended and restated in its entirety
   to read as follows:

        17. Termination of Awards Upon Change in Control.

                (a) Subject to subsection (b) below, in the case of a Change
in Control, each Award granted under the Plan shall terminate ninety (90) days
after the occurrence of such Change in Control, but, in the event of any such
termination:

                        (i) the Award holder shall have the right, commencing at
least five (5) days prior to such Change in Control and subject to any other
limitation on the exercise of such Award in effect on the date of exercise,
(i) to immediately exercise any Options not in tandem with SARs in full,
without regard to any vesting limitations, to the extent they shall not have
been theretofore exercised, and (ii) to exercise, at any time after the sixth
month anniversary of the date of grant of the SAR (but subject to the
restrictions of paragraph (e)(3)(iii) of Rule 16b-3) any SARs or Options in
tandem with SARs in full, without regard to any vesting limitations, to the
extent they shall not have been theretofore exercised,  provided, however, that
no SAR or Option in tandem with an SAR shall terminate prior to the end of the
first Window Period following the occurrence of such Change in Control; and

                        (ii) all restrictions on Restricted Stock Awards shall
immediately lapse and certificates for the affected Shares and the cash
payment required by Section 12.2 of the Plan (if any payment is due) shall be
appropriately distributed.

        Subject to Subsection (b) below, each Option, SAR and Option granted in
tandem with an SAR outstanding at the date of the Change in Control, shall
terminate, in all events, no later than one hundred eighty (180) days after
the occurrence of such Change in Control. The foregoing adjustment and the
manner of application of the foregoing provisions shall be determined by the
Committee in its sole discretion.

        (b) Notwithstanding anything to the contrary in this Section 17 or
any other provision of the Plan or award granted hereunder, in the case of a
Change in Control which arises as a result of the stockholder approval of
Agreement and Plan of Merger among Alliance Gaming Corporation ("Alliance"),
BGII Acquisition Corp. and the Company, dated as of October 18, 1995, as
amended (the "Merger Agreement"), the following equitable adjustments shall be
made: (i) each Award granted under the Plan shall vest upon the Effective Time
(as defined in the Merger Agreement) and remain exercisable until the earlier of
(A) the original full exercise period, (B) three years from the Effective
Time (as defined in the Merger Agreement) of (C) except with respect to
Messrs. Richard Gillman, Hans Kloss and Neil Jenkins, in the event the option
holder's employment is terminated for cause or such employee voluntarily
terminates his employment, on the date of such termination and (ii) each
outstanding option shall be exercisable, at the exercise price of such option,
for the Merger Consideration (as defined in the Merger Agreement) per Share
subject to the option or in the event the holder of such option (other than
Messrs. Gillman, Kloss and Jenkins) who is an employee of BGII immediately
prior to the Effective Time has delivered proper notice of election to the
Company prior to the Effective Time, each option held by such holder shall be
exercisable for that number of shares of Alliance Common Stock (as defined in
the Merger Agreement) equal to the number of Shares subject to the option at
an exercise price equal to the Alliance Average Trading Price (as defined in
the Merger Agreement).  Notice of an election referred to in the preceding
sentence shall be deemed proper only if such notice complies with the
requirements regarding form and timeliness of delivery as established by the
Committee.