EXHIBIT 4.9
                             AMENDMENT NO. 3 TO THE
                    1991 NON-EMPLOYEE DIRECTORS' OPTION PLAN
                                       OF
                        BALLY GAMING INTERNATIONAL, INC.


        The 1991 Non-Employee Directors' Option Plan of Bally Gaming
International, Inc., as amended by Amendments No. 1 and 2 thereto (the "Plan"),
is hereby amended as follows:


1. Section 8 of the Plan is hereby amended and restated in its entirety to read
   as follows:


        8. Early Termination.  An Award granted to a Participant under
this Plan shall terminate when the Participant ceases to be a Director,
provided however that the Award may be exercised by the Participant (to
the extent that he or she shall have been entitled to do so at the time he
or she ceased to be a Director) at any time within six (6) months after
such Participant ceased to be a Director, but not beyond the original term
thereof.  The foregoing provision of this Section 8 shall not apply in the
event that the Participant ceases to be a Director upon or after the
Effective Time (as defined in the Agreement and Plan of Merger among
Alliance Gaming Corporation, BGII Acquisition Corp. and the Company, dated
as of October 18, 1995, as amended (the "Merger Agreement")).

2. Section 13 of the Plan is hereby amended and restated in its entirety to read
   as follows:

        13. Termination of Awards Upon Change in Control.

        (a) Subject to subsection (b) below, notwithstanding anything
   to the contrary, 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 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 to immediately exercise any Options in full,
   without regard to any vesting limitations, to the extent they
   shall not have been theretofore exercised; and


        (b) Notwithstanding anything to the contrary in this Section
   13, in the case of a Change in Control which arises as a result of
   stockholder approval of the Merger Agreement, each award granted
   under the Plan shall vest upon the Effective Time and remain
   exercisable for the lesser of (i) the original full exercise
   period or (ii) three years from the Effective Time and each option
   subject to such award shall be exercisable for the Merger
   Consideration (as defined in the Merger Agreement) per Share
   subject to such option.