SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________

FORM 10-K/A NO. 1

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION PERIOD FROM
____________ TO ___________

Commission File No. 0-21426

CASINO DATA SYSTEMS
(Exact name of registrant as specified in its charter)

NEVADA 88-0261839
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

3300 BIRTCHER DRIVE
LAS VEGAS, NEVADA 89118
(Address of principal executive offices) (Zip Code)

(702) 269-5000
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, NO
PAR VALUE

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
---- ----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes X No
---- ----

As of April 28, 1998, 18,065,897 shares of the Registrant's common stock were
outstanding. The aggregate market value of the Registrant's common stock
held by non-affiliates of the Registrant on such date, based upon the last
sale price of the common stock as reported on the Nasdaq National Market on
April 28, 1998 was $59,913,877. For purposes of this computation, affiliates
of the Registrant are deemed only to be the Registrant's executive officers
and directors.

DOCUMENTS INCORPORATED BY REFERENCE: NONE

Total number of pages, including cover page [ ]

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS AND EXECUTIVE OFFICERS

The following persons currently serve the Company as executive officers
and/or members of its Board of Directors. With the exception of Mr. Mower,
each such person has consented to serve an additional term as director, if
elected at the Company's next annual meeting of shareholders.

STEVEN A. WEISS, age 35, founded the Company in June 1990 and served as
the Company's Chairman of the Board from June 1990 to August 1994, and from
November 1994 to the present. Mr. Weiss has served as an executive officer of
the Company since its inception, including as Chief Executive Officer, and
currently serves as President of its Research and Development Division. Mr.
Weiss designed the prototype slot accounting and player tracking system that
evolved into the Company's OASIS information management system in 1991. Prior
thereto, Mr. Weiss was employed by Bally as a consultant for Bally's slot
information system.

KENNETH S. HARDESTY, age 53, joined the Company as Chief Executive
Officer in December 1997, and has served on the Company's Board of Directors
since December, 1997. Prior to joining the Company, Mr. Hardesty provided
strategic leadership as President and Director of CSI, a Canadian publicly
traded company, which develops, manufactures and distributes global
positioning systems based in Calgary, Canada. From 1992 to 1996, Mr. Hardesty
directed a series of global activities for publicly traded SyQuest
Technology, as Executive Vice President and Chief Operating Officer. Mr.
Hardesty was President and Chief Executive Officer of Rossi Hardesty
Financial, a company he co-founded to provide capital equipment financing.
Prior thereto, Mr. Hardesty was Chief Executive Officer of Disk Material
Technology; Sr. Vice President, Seagate Technology; President, Data Magnetic
Company; and Managing Director, SPERRY/UNIVAC.

DIANA L. BENNETT, age 49, has served as the Company's Chief Operating
Officer since January 1996, as President since May 1996, and as a member of
its Board of Directors since June 1996. Ms. Bennett has more than 25 years of
gaming/hotel experience, most recently serving as the Vice President and
General Manager of the Sahara from July to December 1995. Ms. Bennett served
as the Vice President and General Manager of the Colorado Belle/Edgewater
Hotel/Casino in Laughlin, Nevada from September 1994 to June 1995. Prior
thereto, Ms. Bennett was responsible for slot operations at the Luxor in Las
Vegas from May 1993 and the Gold Strike Hotel and Gambling Hall from December
1987 to October 1991.

MICHAEL J. PEREZ, 50, joined the Company as Executive Vice President and
Chief Financial Officer in January 1998. From 1996 to January 1998, Mr. Perez
was employed as Vice President Finance and Chief Financial Officer of O.R.
Technology. During the period from 1989 to 1996, Mr. Perez held senior
financial and administrative positions with Syquest Technology. Mr. Perez is a
Certified Public Accountant and holds a bachelor's degree in accounting from
San Jose State University and a Masters degree in Business Administration
from the University of Santa Clara.

RUSSELL C. MIX, age 41, has been a director of the Company since October
1994. In April, 1998, Mr. Mix became an Executive Vice President of Prolific
Publishing, Inc. From 1994 to November 1997, Mr. Mix was employed by the
Company, most recently as Executive Vice President, General Counsel and
Secretary. Prior to 1994, Mr. Mix served as a principal in the law firm
formerly known as Korotkin & Mix, P.C. See "Certain Relationships and Related
Transactions."

PHIL E. BRYAN, age 58, has served as a director of the Company since
April 1995. Mr. Bryan also served as Chief Executive Officer of the Company
from April 1995 to April 1996. Mr. Bryan became the Chief Operating Officer,
President and a director of Boomtown, Inc. in April, 1996. Mr. Bryan has more
than thirty years' experience in the gaming industry, serving as President
and Chief Executive Officer of the Gold River Operating Corp. from January
1993 to February 1995. Prior thereto, Mr. Bryan served as President of the
Sands Hotel and Casino in Las Vegas from January to April 1992 and as Chief
Executive Officer of the Peppermill Casino Resort in Reno, Nevada from August
1982 to January 1992.

WILLIAM M. MOWER, age 39, has been a member of the Company's Board of
Directors since March 1993. Since 1982, Mr. Mower has been engaged in the
practice of law, practicing primarily in the areas of securities regulation
and real estate law, with the Minneapolis, Minnesota law firm of Maslon
Edelman Borman & Brand, LLP, which has rendered and is continuing to render
legal services to the Company.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission and the Nasdaq National Market. Officers, directors and greater
than ten percent stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file. Based solely on
review of the copies of such forms furnished to the Company, or written
representations that no Forms 5 were required, the Company believes that
during the fiscal year ended December 31, 1997, all Section 16(a) filing
requirements applicable to its officers, directors and greater than
ten-percent beneficial owners were satisfied.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the cash and noncash compensation for
each of the last three fiscal years awarded to or earned by each executive
officer of the Company whose salary and bonus during the year ended December
31, 1997 exceeded $100,000, or would have exceeded $100,000 had they been
employed by the Company at the end of the fiscal year.

SUMMARY COMPENSATION TABLE

Long-Term
Compensation
Awards
Annual Compensation ---------------------
Fiscal ---------------------- Securities Underlying All Other
Name and Principal Position Year Salary($) Bonus($) Options Compensation($)
- ---------------------------------- -------- ---------- --------- --------------------- ---------------

Steven A. Weiss, 1997 300,000 -- -- 9,600(5)
Chairman of the Board 1996 279,500 -- -- 9,600(5)
1995 227,153 -- -- 9,600(5)

Kenneth S. Hardesty, 1997 14,423 -- 285,000 36,000(6)
Chief Executive Officer(1)

Diana L. Bennett, 1997 200,000 -- 50,000 9,600(5)
President and Chief Operating 1996 160,778 45,000 55,000 9,563(5)
Officer(2)

Daniel N. Copp, 1997 117,699 -- -- --
Chief Executive Officer(3)

Russell C. Mix, 1997 138,382 -- -- --
Senior Vice President, General Counsel 1996 130,000 24,000 29,000 9,600(5)
and Secretary(4) 1995 121,344 15,000 62,016 9,600(5)

_____________________

(1) Mr. Hardesty became an executive officer of the Company in December, 1997.

(2) Ms. Bennett became an executive officer of the Company in January, 1996.

(3) Mr. Copp served as the Company's Chief Executive Officer from January 1997
to August 1997.

(4) Mr. Mix resigned from his employment with the Company in November, 1997.

(5) Represents automobile allowances provided to the Company's executive
officers.

(6) Includes house rental reimbursement of $6,000 and a $30,000 relocation
expense allowance paid pursuant to Mr. Hardesty's employment agreement with the
Company.

OPTION GRANTS IN LAST FISCAL YEAR

The following table summarizes information with respect to options granted
to the executive officers named in the Summary Compensation Table during the
last fiscal year.

Potential Realizable
Individual Grants(1) Value of Assumed
---------------------------------------------------------------- Annual Rates
Number of Percentage of of Stock Price
Securities Total Options Appreciation for
Underlying Granted to Exercise or Option Term(2)
Option Employees Base Price Expiration --------------------------
Name Granted in Fiscal Year ($/Share) Date 5%($) 10%($)
- ----------------------- ---------- -------------- ----------- ---------- -------- --------

Steven A. Weiss --- --- --- --- --- ---
Kenneth S. Hardesty 285,000 62 3.75 11-27-07 672,131 1,703,312
Diana L. Bennett 50,000 11 (3) (3) 127,791 323,848
Daniel N. Copp --- --- --- --- --- ---
Russell C. Mix --- --- --- --- --- ---

_____________________

(1) All options were granted at a price equal to the fair market value of the
Company's common stock on the date of grant.

(2) Amounts shown in these columns have been derived by multiplying the
exercise price by the annual appreciation rate shown (compounded for the term of
the options), multiplying the result by the number of shares covered by the
options, and subtracting the aggregate exercise price of the options. The dollar
amounts set forth under this heading are the result of calculations at the 5
percent and 10 percent rates set by the Securities and Exchange Commission, and
therefore are not intended to forecast possible future appreciation, if any, of
the Company's stock price.

(3) On January 2, 1997, pursuant to her employment agreement with the Company,
Ms. Bennett received a ten-year option grant for 30,000 shares at an exercise
price of $6.88 per share. In November 1997, this option was repriced at $3.44
per share. Ms. Bennett also received a ten-year option grant for 20,000 shares
on September 23, 1997; this option is exerciseable at $5.00 per share.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES

The following table summarizes information with respect to options held by
the executive officers named in the Summary Compensation Table and the value of
the options held by such persons as of the end of the last fiscal year.

Number of Unexercised Value of Unexercised In-The
Shares Options at FY- End (#) Money Options at FY-End ($)
Acquired on Value -------------------------------- -------------------------------
Name Exercise (#) Realized ($) Exerciseable Unexercisable Exercisable Unexercisable
- --------------------- -------------- -------------- ------------- --------------- ------------- ---------------

Steven A. Weiss --- --- 126,062 19,500 --- ---

Kenneth S. Hardesty --- --- --- 285,000 --- ---

Diana L. Bennett --- --- 22,500 52,500 --- ---

Daniel N. Copp --- --- --- --- --- ---

Russell C. Mix --- --- 153,142 4,500 --- ---

TEN-YEAR OPTION/SAR REPRICINGS

Number of
Securities Market Price Exercise Length of
Underlying of Stock at Price at New Original Option Term
Option Time of Time of Exercise Remaining at
Name Date Repriced Repricing Repricing Price Date of Repricing
- ------------------------------ -------- ---------- ------------ ----------- -------- --------------------

Steven A. Weiss, 7-29-97 67,500 3.44 7.33 3.44 9 years
Chairman of the Board(1) 7-29-97 39,000 3.44 15.17 3.44 9 years
7-29-97 13,750 3.44 12.75 3.44 9 years

Diana L. Bennett, 7-29-97 25,000 3.44 15.00 3.44 9 years
President and Chief Operating 7-29-97 30,000 3.44 6.88 3.44 10 years
Officer(2)

Russell C. Mix, 7-29-97 13,500 3.44 6.11 3.44 7 years
Secretary(3) 7-29-97 13,500 3.44 10.44 3.44 7 years
7-29-97 50,625 3.44 7.33 3.44 8 years
7-29-97 28,125 3.44 12.00 3.44 8 years

_________________

(1) On the date of the repricing of these options, Mr. Weiss' options to
purchase 39,000 shares of the Company's common stock at an exercise price of
$15.17 per share were terminated.

(2) On the date of the repricing of these options, Ms. Bennett's options to
purchase an additional 30,000 shares of the Company's common stock at an
exercise price of $16.67 per share were terminated.

(3) On the date of the repricing of these options, options to purchase 24,000
and 5,000 shares of the Company's common stock at exercise prices of $15.17 and
$15.00 per share, respectively, were terminated.

The Company's Compensation Committee (the "Committee") decided to reprice
the options enumerated above in response to a precipitous decrease in the market
price of the Company's common stock to a level which, in the opinion of the
Committee, had the effect of eliminating substantially all the incentive value
of such options. The Committee concluded that short-term financial performance
considerations should not unduly influence long-term compensation strategies.
The Committee believes that stock options play an extremely important role in
attracting talented executives, and motivating them to perform up to their full
potential. Accordingly, the Committee determined that a repricing of options to
current market value was both necessary and consistent with its strategy of
providing executives with tangible long-term performance incentives.

EMPLOYMENT AGREEMENTS

The Company entered into an employment agreement with Mr. Weiss that
expires on December 31, 1998, and is terminable by the Company or Mr. Weiss
upon notice. The agreement provides for an annual base salary of $300,000.
Mr. Weiss is subject to certain non-competition provisions during the term of
the employment agreement and for two years thereafter, unless the employment
agreement is terminated by the Company or Mr. Weiss under certain
circumstances, including in the event of a change in control of the Company.

The Company entered into an employment agreement with Mr. Hardesty that
expires on December 8, 2001, and is terminable by the Company or Mr. Hardesty
upon notice. The agreement provides for an annual base salary of $250,000.
Mr. Hardesty is subject to certain non-competition provisions during the term
of the employment agreement and for two years thereafter, unless the
employment agreement is terminated by the Company or Mr. Hardesty under
certain circumstances, including in the event of a change in control of the
Company.

The Company entered into an employment agreement with Ms. Bennett that
expires on December 31, 1998, and is terminable by the Company or Ms. Bennett
upon notice. The agreement provides for an annual salary of $200,000. Ms.
Bennett is subject to certain non-competition provisions during the term of
the employment agreement and for two years thereafter, unless the agreement
is terminated by the Company or Ms. Bennett under certain circumstances,
including in the event of a change in control of the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company's Compensation Committee consists of Messrs. William M. Mower
and Phil E. Bryan. William M. Mower's professional association is a partner of
Maslon Edelman Borman & Brand, LLP, which has rendered and will continue to
render legal services to the Company.

DIRECTOR COMPENSATION

Directors who are not also employees of the Company receive a $25,000
annual director's fee and are reimbursed for costs and expenses they incur to
attend board meetings. Directors who are not also employees of the Company are
entitled to participate in the Company's 1994 Non-employee Director Stock Option
Plan. This plan is a formula stock option plan that provides for the initial
grant of a stock option covering 11,250 shares upon a person joining the Board
and an annual stock option grant covering 5,625 shares at each annual meeting of
shareholders. Each option granted has a ten-year term, vests equally over a two
year period and has an exercise price equal to the fair market value on the date
of grant.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Decisions on compensation of the Company's executives generally have
been made by the Compensation and Stock Option Committee (the "Compensation
Committee") of the Board. Each member of the Compensation Committee is a
non-employee director. All decisions by the Compensation Committee relating
to the compensation of the Company's executive officers are reviewed by the
full Board. Each executive officer who also serves as a director of the
Company abstains from the discussion and vote relating to his or her
compensation. Pursuant to rules designed to enhance disclosure of the
Company's policies toward executive compensation, set forth below is a report
prepared by the Compensation Committee addressing the Company's compensation
policies for the year ended December 31, 1997 as they affected the Company's
executive officers. The following report of the Compensation Committee, as
well as the Performance Graph set forth herein, are not soliciting materials,
are not deemed filed with the Securities and Exchange Commission (the "SEC")
and are not incorporated by reference in any filing of the Company under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), whether made before or after the date of
this Proxy Statement and irrespective of any general incorporation language
in any such filing.

The Compensation Committee's executive compensation policies are
designed to provide competitive levels of compensation that integrate pay
with the Company's annual objectives and long-term goals, reward
above-average corporate performance, recognize individual initiative and
achievements, and assist the Company in attracting and retaining qualified
executives. The Compensation Committee intends to set executive compensation
at levels that the Compensation Committee believes to be consistent with
others in the Company's industry.

There are three elements in the Company's executive compensation
program, all determined by individual and corporate performance.

Base salary compensation
Annual incentive compensation
Stock options

Base salary compensation and increases are determined by the potential
effect the individual has on the Company, the skills and experiences
required by the job, and the performance and potential of the incumbent in
the job.

Effective in April 1996, the Compensation Committee instituted a bonus
incentive compensation plan which allows each executive to earn a percentage
of such executives's salary (up to 50%), payable quarterly, dependent upon
the Company's earnings performance for such fiscal year.

Awards of stock grants under the Company's 1993 Stock Option and
Compensation Plan (the "Plan") are designed to promote the identity of
long-term interests between the Company's executives and its stockholders,
and assist in the retention of executives. The Plan also permits the
Committee to grant stock options to key personnel. Options become
exercisable based upon criteria established by the Company.

While the value realizable from exercisable options is dependent upon
the extent to which the Company's performance is reflected in the market
price of the Company's common stock at any particular point in time, the
decision as to whether such value will be realized in any particular year is
determined by each individual executive an not by the Compensation
Committee. Accordingly, when the Committee recommends that an option be
granted to an executive, that recommendation does not take into account any
gains realized that year by that executive as a result of his or her
individual decision to exercise an option granted in a previous year.

The Compensation Committee does not anticipate that any of the
compensation payable to executive officers of the Company in the coming year
will exceed the limits and deductibilities set forth in section 162(m) of
the Internal Revenue Code of 1986, as amended. The Compensation Committee has
not established a policy regarding compensation in excess of these limits,
but will continue to monitor this issue.

By the Compensation and Stock Option Committee
WILLIAM M. MOWER
PHIL E. BRYAN, JR.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of the date hereof, by: (i) each
person known by the Company to be the beneficial owner of more than five percent
of its common stock, (ii) each director, (iii) each executive officer for whom
disclosure is required pursuant to Item 403 of Regulation S-K and (iv) all
executive officers and directors of the Company as a group.

Beneficial Ownership(1)
-----------------------------------
Name of Beneficial Owner Number Percent
- ----------------------------------------------------------- ------------- ------------

Steven A. Weiss (2) 2,729,217(3) 10.6
Kenneth S. Hardesty 0 0
Diana L. Bennett 23,025(4) *
William M. Mower 32,063(5) *
Phil E. Bryan 5,625(6) *
Russell C. Mix 157,696(7) *
Daniel N. Copp 8,750(8) *

All executive officers and directors as a group (7 persons) 2,970,438(9) 11.7

__________________

(1) Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission and includes generally voting power
and/or investment power with respect to securities. Shares of common stock
subject to options currently exercisable or exercisable within 60 days of
the date hereof, are deemed outstanding for computing the percentage
ownership of the person holding such options but are not deemed outstanding
for computing the percentage ownership of any other person. Except as
otherwise indicated, the Company believes that the beneficial owners of its
common stock listed above, based on information furnished by such owners,
have sole investment and voting power with respect to such shares, subject
to community property laws where applicable, and that there are no other
affiliations among the shareholders listed in the table.

(2) The address of such person is 3300 Birtcher Drive, Las Vegas, Nevada 89118.

(3) Includes options to purchase 126,062 shares that are exercisable within
60 days. Also includes 453,225 shares which are held by a trust for
the benefit of Mr. Weiss' spouse and 353,024 shares which are held by a
trust of which Mr. Weiss' spouse is one of the beneficiaries. Mr. Weiss
disclaims beneficial ownership of these shares.

(4) Includes options to purchase 22,500 shares that are exercisable within
60 days.

(5) Includes options to purchase 32,063 shares that are exercisable within
60 days.

(6) Includes options to purchase 5,625 shares that are exercisable within
60 days.

(7) Includes options to purchase 157,641 shares that are exercisable within
60 days.

(8) Based upon most recent Form 4 on file with the Securities and Exchange
Commission.

(9) Includes options to purchase 357,953 shares that are exercisable within
60 days.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

William M. Mower, a director of the Company, is the sole shareholder of
a professional association that is a partner of Maslon, Edelman, Borman &
Brand, LLP, which has rendered and will continue to render legal services to
the Company.

In November, 1997, Russell C. Mix, a director of the Company, resigned
his position as Senior Vice President, General Counsel and Secretary. Upon
his resignation, the Company entered into a severance and consulting
agreement with Mr. Mix. The consulting arrangement provided for up to a six
(6) month consulting period at a monthly rate equivalent to his then current
monthly salary. The consulting agreement was terminable by either party upon
thirty (30) days prior written notice. The consulting agreement has been
terminated by the Company. At the termination of the consulting period, the
severance agreement provides for a severance payment equivalent to six (6)
months of Mr. Mix's salary.

In April 1998, Mr. Mix joined Prolific Publishing, Inc. ("Prolific") as
an Executive Vice President. Prolific has provided services to the Company
since 1996, and the Company anticipates purchasing additional services from
Prolific in the future. During 1997, the Company paid Prolific $3,960,000 for
services received.

A shareholder and former director of the Company and the spouse of the
Chairman of the Company (collectively the "Principals"), are majority
shareholders in Kiland Distributing Corporation ("KDC"), a distributor of the
Company's products in 1997. Prior to the third quarter of 1997, when the
Company opened its own offices in Minnesota, the Company utilized KDC for
substantially all sales in the Midwest region of the United States. During
the nine (9) months ended September 30, 1997, the Company made sales to KDC
of approximately $169,000. In September, 1997, the Company and KDC reached an
agreement regarding the settlement of accounts receivable of $3,059,497 for
payment of approximately $2,400,000 from KDC to the Company. Settlement
included the transfer of substantially all of KDC's assets to the Company
which included cash, accounts receivables and fixed assets. The settlement
also included forgiveness of certain accounts payable from the Company to KDC
and the execution of an unsecured Promissory Note in the amount of $144,000
from the Principals to the Company. The Promissory Note bore interest at the
rate of 10% per annum and has been fully repaid. Concurrent with the
settlement, the Company terminated its business relationship with KDC.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amended report to
be signed on its behalf by the undersigned, thereunto duly authorized.

CASINO DATA SYSTEMS

By: /s/ MICHAEL J. PEREZ
---------------------------------

Its: Chief Financial Officer
--------------------------------

Dated: April 30, 1998