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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(AMENDMENT NO. 1)

FOR ANNUAL REPORT AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(Mark One)
/x/	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2001
OR
/ /	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 0-23124

ANCHOR GAMING
(Exact name of Registrant as specified in its charter)

NEVADA (State or other jurisdiction of incorporation or organization)		88-0304253 (I.R.S. Employer Identification No.)
815 Pilot Road, Suite G Las Vegas, Nevada 89119 (Address of principal executive offices)

Registrant's telephone number: (702) 896-7568

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, $.01 par value		The Nasdaq Stock Market's National Market

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 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: / /

As of November 30, 2001, the market value for the voting and non-voting common equity held by non-affiliates of the registrant had a market value of $896,894,000.

As of November 30, 2001, 14,992,224 shares of common stock, par value $0.01 per share, were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

NONE

PART IV

Item 4. Exhibits, Financial Statements Schedules, and Reports on Form 8-K

INDEPENDENT AUDITORS' REPORT

To the Co-Venturers of the Spin for Cash Wide Area Progressive Joint Venture:

We have audited the accompanying balance sheets of the Spin for Cash Wide Area Progressive Joint Venture (the "Venture") as of September 29, 2001 and September 30, 2000, and the related statements of income, venturers' capital, and cash flows for each of the three years in the period ended September 29, 2001. These financial statements are the responsibility of the Venture's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of the Venture as of September 29, 2001 and September 30, 2000, and the results of its operations and its cash flows for each of the three years in the period ended September 29, 2001, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Reno, Nevada
November 16, 2001

SPIN FOR CASH WIDE AREA PROGRESSIVE JOINT VENTURE
STATEMENTS OF INCOME

			Years Ended
			September 29, 2001			September 30, 2000			October 2, 1999
			(Dollars in thousands)
Revenues
	Gaming operations		$	504,321		$	375,379		$	293,460

Costs and expenses
	Cost of gaming operations			217,864			164,535			142,179
	Research and development			3,617			3,853			3,216
	Selling, general, and administrative			402			300			177
	Provision for bad debts			3,576			28			—

Total costs and expenses				225,459			168,716			145,572

Income from operations				278,862			206,663			147,888

Other income (expense)
	Interest income			10,046			9,778			6,307
	Interest expense			(5,387	)		(4,494	)		(4,234	)
	Loss on investments and foreign currency valuation			(96	)		(15	)		(3	)

		Total other income, net		4,563			5,269			2,070

Net income			$	283,425		$	211,932		$	149,958

The accompanying notes are an integral part of these financial statements.

SPIN FOR CASH WIDE AREA PROGRESSIVE JOINT VENTURE
BALANCE SHEETS

				September 29, 2001			September 30, 2000
				(Dollars in thousands)
Assets
	Current assets
		Cash and cash equivalents		$	93,211		$	70,279
		Accounts receivable, net of allowance for doubtful accounts of $3,586 and $102			44,272			35,785
		Receivable from IGT			1,070			—
		Investments to fund liabilities to jackpot winners			8,382			6,558
		Prepaid royalties			24,422			27,443
		Prepaid expenses and other			2,142			3,396

			Total current assets		173,499			143,461

	Furniture, fixtures and equipment, at cost				112,307			91,208
		Less accumulated depreciation			(71,287	)		(49,879	)

		Furniture, fixtures and equipment, net			41,020			41,329

Investments to fund liabilities to jackpot winners					86,262			68,274

Total assets				$	300,781		$	253,064

Liabilities and venturers' capital
	Current liabilities
		Accounts payable to IGT		$	—		$	3,260
		Accounts payable to Anchor			—			18
		Jackpot liabilities			49,107			26,592
		Commissions and other payables			1,020			866

			Total current liabilities		50,127			30,736
	Long-term jackpot liabilities				102,176			81,575

		Total liabilities			152,303			112,311
Venturers' capital					148,478			140,753

		Total liabilities and venturers' capital		$	300,781		$	253,064

The accompanying notes are an integral part of these financial statements.

SPIN FOR CASH WIDE AREA PROGRESSIVE JOINT VENTURE
STATEMENTS OF CASH FLOWS

				Years Ended
				September 29, 2001			September 30, 2000			October 2, 1999
				(Dollars in thousands)
Cash flows from operating activities
	Net income			$	283,425		$	211,932		$	149,958

	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation			33,918			25,206			20,405
		Provision for bad debts			3,576			28			—
		Provision for inventory obsolescence			1,873			459			1,578
		(Increase) decrease in assets:
			Accounts receivable		(13,133	)		(11,139	)		(4,495	)
			Prepaid expenses and other		5,741			14,879			(37,120	)
		Increase (decrease) in accounts payable and accrued liabilities			(4,997	)		(26,722	)		15,792

	Total adjustments				26,978			2,711			(3,840	)

	Net cash provided by operating activities				310,403			214,643			146,118

Cash flows from investing activities
	Investment in furniture, fixtures and equipment				(40,926	)		(46,552	)		(10,749	)
	Proceeds from sale of furniture, fixtures and equipment				7,318			2,396			2,735
	Investments to fund liabilities to jackpot winners:
		Proceeds			6,754			4,684			35,449
		Purchases			(26,566	)		(24,742	)		(21,105	)

Net cash provided by (used in) investing activities					(53,420	)		(64,214	)		6,330

The accompanying notes are an integral part of these financial statements.

SPIN FOR CASH WIDE AREA PROGRESSIVE JOINT VENTURE
STATEMENTS OF CASH FLOWS

			Years Ended
			September 29, 2001			September 30, 2000			October 2, 1999
			(Dollars in thousands)
Cash flows from financing activities
	Jackpot liabilities:
		Payments to winners		(88,825	)		(79,823	)		(87,096	)
		Collections from systems		130,474			89,879			83,671
	Capital contributions			—			22,275			22,275
	Distributions			(275,700	)		(170,264	)		(159,350	)

	Net cash used in financing activities			(234,051	)		(137,933	)		(140,500	)

Net increase in cash and cash equivalents				22,932			12,496			11,948
Cash and cash equivalents
	Beginning of year			70,279			57,783			45,835

	End of year		$	93,211		$	70,279		$	57,783

Supplemental disclosure of cash flows information
	Cash paid for interest during the year		$	5,387		$	4,494		$	4,512

Supplemental disclosure of non-cash investing and financing activities
	Capital lease additions		$	—		$	—		$	201

The accompanying notes are an integral part of these financial statements.

SPIN FOR CASH WIDE AREA PROGRESSIVE JOINT VENTURE
STATEMENTS OF VENTURERS' CAPITAL

		Anchor			IGT			Total
		(Dollars in thousands)
Balance, October 1, 1998		$	31,963		$	31,964		$	63,927
	Capital contributions		—			22,275			22,275
	Distributions		(79,675	)		(79,675	)		(159,350	)
	Net income		74,979			74,979			149,958

Balance, October 2, 1999			27,267			49,543			76,810
	Capital contributions		22,275			—			22,275
	Distributions		(85,132	)		(85,132	)		(170,264	)
	Net income		105,966			105,966			211,932

Balance, September 30, 2000			70,376			70,377			140,753
	Distributions		(137,850	)		(137,850	)		(275,700	)
	Net income		141,713			141,712			283,425

Balance, September 29, 2001		$	74,239		$	74,239		$	148,478

The accompanying notes are an integral part of these financial statements.

SPIN FOR CASH WIDE AREA PROGRESSIVE JOINT VENTURE
NOTES TO FINANCIAL STATEMENTS

1. Organization

The Spin for Cash Wide Area Progressive Joint Venture (the Venture) is owned equally by IGT, a wholly-owned subsidiary of International Game Technology, and Anchor Gaming (Anchor). The Joint Venture Agreement was signed on December 3, 1996. The first machines operated by the Venture were placed into operation on December 12, 1996.

The primary purpose of the Venture is to develop and install innovative gaming machines which utilize shared expertise and knowledge. As of September 29, 2001, the Venture was operating domestically in Colorado, Connecticut, Indiana, Louisiana, Michigan, Mississippi, Missouri, Native American markets, Nevada, New Jersey, South Dakota and cruise ship markets, and internationally in the Bahamas, Canada, Europe, South Africa and Uruguay.

2. Summary of Significant Accounting Policies

Basis of Presentation—The financial statements of the Venture are maintained in accordance with applicable accounting principles generally accepted in the United States of America.

Revenues—Gaming operations revenues consist of revenues relating to the operation of the proprietary games, either connected to progressive jackpot systems or in stand-alone formats, and the lease of gaming machines. Revenues from proprietary jackpot systems are recognized monthly based on a percentage of the revenue, or "coin in". Revenues from proprietary games in stand-alone format are recognized monthly based on the net win that the game generates for the operator. Lease revenue is recognized with the passage of time.

The operation of linked progressive systems varies among jurisdictions as a result of different gaming regulations. In all jurisdictions, the jackpot on a wide area progressive system increases based on the handle. The casinos pay a percentage of the handle to the Venture, an administrator or a trust to fund the progressive jackpot. This percentage of handle (contribution) is recognized as revenue. Concurrently, the Venture, the administrator or the trust recognize a liability (liability for jackpots not yet won) and jackpot expense (recorded in cost of gaming operations) for the cost to fund this jackpot in the future.

Funding of the progressive jackpot differs by jurisdiction but is generally administered by IGT. Jackpots are currently paid in equal installments over a 20 to 26 year period or winners may elect to receive the discounted value of the jackpot in lieu of annual installments. Jackpots on some of our games are paid out at the time they are won. In Colorado, funding of progressive jackpots is administered by a separate fund managed by IGT. Progressive system lease fees are paid to IGT from this fund. Linked progressive systems are also operated by a trust in Iowa. IGT derives revenue based on the Iowa trust profits.

In New Jersey, each progressive system is operated by an independent trust managed by representatives from participating casinos. The Venture receives revenues based upon a set annual fee per machine per system. Payments to the jackpot winners are made by the trust.

Operating Expenses—IGT and Anchor provide most of the services associated with the operation of the Venture. The cost of these operations are billed to the Venture using methodologies that best approximate the actual cost of these services to the respective partner. Interest is accrued at an annual rate of approximately 8.5% and is billed monthly on balances payable to the partners that are greater than 30 days old and on inventories held for the Venture. Management believes that the methods used to allocate these costs are reasonable.

Third Party Expenses—IGT and Anchor receive and pay all invoices from third parties for the delivery of goods or services. The partners invoice the Venture for these costs which are recorded by the Venture.

Research and Development—IGT and Anchor perform substantially all of the engineering development work for the Venture and invoice the Venture for these services at cost. Research and development charges are expensed as incurred.

Cash and Cash Equivalents—Cash and cash equivalents includes operating cash and cash required for funding progressive systems jackpot payments. Cash in excess of daily requirements is generally invested in various marketable securities. If these securities have original maturities of three months or less, they are considered cash equivalents. Such investments are stated at cost, which approximates market. At September 29, 2001, we had bank deposits in excess of insured limits of approximately $7.5 million.

Depreciation—Substantially all of the Venture's depreciable assets are used directly in gaming operations and are provided by the partners who invoice the Venture for these assets at their approximate cost. Depreciation is recorded on the straight-line method over the following estimated useful lives:

Gaming operations equipment	2 to 3 years
Furniture, fixtures, and equipment	5 years

Prepaid Royalties—Amounts include prepayments for registered trademarks used for various Venture products.

Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Reclassifications—Certain amounts in the 2000 and 1999 financial statements have been reclassified to be consistent with the presentation used in the 2001 financial statements.

Recently Issued Accounting Standards—In December 1999, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements. SAB 101 clarifies existing accounting principles related to revenue recognition in financial statements and was effective beginning with the fourth quarter of fiscal 2001. Adoption of SAB 101 did not have a material impact on the financial condition or results of the Venture's operations.

In August 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 144, Accounting for the Impairment and Disposal of Long-Lived Assets. This statement is effective for financial statements issued for fiscal years beginning after December 15, 2001, which would be the Venture's fiscal 2003. An analysis of the impact that SFAS 144 will have on the Venture's financial condition or results of operations has not yet been completed.

3. Investments to Fund Liabilities to Jackpot Winners

These investments represent discounted U.S. government treasury securities purchased to meet obligations for making payments to linked progressive systems jackpot winners. At September 29, 2001, the Venture had both the intent and ability to hold these investments to maturity and, therefore, classified them as held-to-maturity. Accordingly, these investments are stated at cost, adjusted for amortization of premiums and accretion of discounts over the term of the security, using the interest method. Securities in this portfolio have maturity dates through 2026.

Investments to fund liabilities to jackpot winners at September 29, 2001 and September 30, 2000 are as follows:

				Gross Unrealized
		Amortized Cost		Gross Unrealized					Market Value
		Amortized Cost		Gains		Losses			Market Value
		(Dollars in thousands)
September 29, 2001
	US government obligations	$	94,644	$	6,841	$	(79	)	$	101,406

September 30, 2000
	US government obligations	$	74,832	$	1,240	$	(1,237	)	$	74,835

Federal legislation passed in October 1998 permits jackpot winners to elect to receive the discounted value of progressive jackpots won in lieu of annual installments. For jackpots won after the date of the legislation, the winner was able to make this election after July 1, 1999. Upon a winner's election after July 1, 1999, investments held by the Venture to fund the winner's liability were sold to settle the liability. The offer for these past winners to elect a single cash payment has now expired. Therefore, we do not anticipate additional sales of held-to-maturity investments.

Proceeds from the sale of these securities were paid to jackpot winners. Therefore, the net realized loss was offset by an equal gain on the settlement of winner liabilities. Below is a summary of sales of these securities:

	Fiscal 2001		Fiscal 2000		Fiscal 1999
	(Dollars in thousands)
Proceeds from sale	$	—	$	898	$	32,798
Gross realized gains		—		—		107
Gross realized losses		—		108		1,215

4. Liabilities to Jackpot Winners

The Venture receives a percentage of the amount played or machine rental and service fees from the linked progressive systems to fund the related jackpot payments in Colorado, Louisiana, Michigan, Mississippi, Missouri, Native American, Nevada, and South Dakota systems. Winners may elect to receive a single payment of the discounted value of the jackpot won or annual installments. Equal annual installments are paid over 20 to 26 years without interest.

Future gross payments due to jackpot winners under these systems at September 29, 2001 are as follows:

Fiscal Year Ending	Payment
	(Dollars in thousands)
2002	$	19,712
2003		8,382
2004		8,382
2005		8,382
2006		8,382
2007 and after		116,680

	$	169,920

Jackpot liabilities in the amount of the present value of the jackpots are recorded concurrently with the recognition of the related revenue. Jackpot liabilities include discounted payments due to winners for jackpots won and amounts accrued for jackpots not yet won that are contractual obligations of the Venture. Jackpot liabilities consist of the following:

	September 29, 2001			September 30, 2000
	(Dollars in thousands)
Gross payments due to jackpot winners	$	169,920		$	140,915
Unamortized discount on payments to jackpot winners		(68,117	)		(60,227	)
Accrual for jackpots not yet won		49,480			27,479

Total jackpot liabilities		151,283			108,167
Less current liabilities		(49,107	)		(26,592	)

Long-term jackpot liabilities	$	102,176		$	81,575

The Venture amortizes the discount on the winner liabilities, recognizing it as interest expense. During fiscal years 2001, 2000, and 1999, the Venture recorded interest expense on jackpot liabilities of $5.1 million, $3.8 million, and $4.2 million. The Venture is required to maintain cash and investments relating to systems liabilities totaling $26.1 million at September 29, 2001 and $16.5 million at September 30, 2000. During fiscal years 2001, 2000, and 1999, the Venture recorded interest income on jackpot investments of $5.1 million, $3.8 million, and $4.2 million.

5. Income Taxes

The Venture has not made any provision for federal income taxes due to its election to be taxed as a pass-through entity under Internal Revenue Code, Section 704A. Under this election, income of the Venture is taxable to the individual venturers.

6. Related-Party Transactions

Substantially all of the goods and services recorded by the Venture are provided by or paid for by IGT and Anchor. At September 29, 2001 the Venture had a receivable from IGT of $1.1 million. As of September 30, 2000 the payable to IGT was $3.3 million. As of September 29, 2001 no amounts were payable to Anchor. At September 30, 2000 amounts payable to Anchor totaled $18,000. The Venture incurred interest expense to IGT of $311,000 during fiscal 2001, $703,000 during fiscal 2000, and $50,000 in fiscal 1999.

7. Contingencies

The Venture has been named and has brought lawsuits in the normal course of business. We do not expect the outcome of these suits, including the lawsuits described below, to have a material adverse effect on our financial position or results of future operations.

Acres—In February 1999, the Venture and Anchor filed an action in U.S. District Court, District of Nevada, against Acres Gaming, Inc. (Acres). The complaint alleges, among other things, infringement of certain secondary event patents owned by Anchor and licensed to the Venture. In April 1999, Acres responded by filing an answer and counterclaim against the Venture and Anchor. In addition, in April 1999, Acres filed an action in Oregon state circuit court against the Venture and Anchor alleging wrongful use of Acres' intellectual property. The Oregon state circuit court action has been removed to the US District Court, District of Oregon, and has been stayed pending the outcome of the Nevada actions. Motions for Summary judgment have been filed by the parties.

Kraft—On July 18, 2001, an individual, Mary Kraft, filed a complaint in the Wayne County Circuit Court in Detroit, Michigan, against IGT, Anchor and the three operators of casinos in Detroit, Michigan. IGT was never served with the complaint and was voluntarily dismissed from the litigation on July 27, 2001. On September 26, 2001, International Game Technology filed a motion to intervene as a party defendant, which was granted on October 26, 2001. The plaintiff claims the bonus wheel feature of the Wheel of Fortune® and I Dream of Jeannie (TM) slot machines, which are manufactured, designed and programmed by IGT and/or Anchor, are deceptive and misleading. Specifically, plaintiff alleges that the bonus wheels on these games do not randomly land on a given dollar amount but are programmed to provide a predetermined frequency of pay-outs. The complaint alleges violations of the Michigan Consumer Protection Act, common law fraud and unjust enrichment and asks for unspecified compensatory and punitive damages, disgorgement of profits, injunctive and other equitable relief, and costs and attorney's fees. The plaintiff seeks to certify a class of any individual in Michigan who has played either of these games since June of 1999. The Michigan Gaming Control Board, the administrative agency responsible for policing the Detroit casinos, approved the machines and their programs for use.

8. Merger

On July 8, 2001, IGT and Anchor entered into an Agreement and Plan of Merger, pursuant to which Anchor will merge with a subsidiary of IGT's. Both companies' boards of directors unanimously approved the Agreement and Plan of Merger. The merger, which is expected to be completed prior to January 31, 2002, is subject to the approval of both companies' shareholders and certain regulatory approvals, including gaming regulatory approvals and Hart-Scott-Rodino antitrust preclearance. The proposed combination will permit the companies to work more closely together to develop new games and use their complementary resources to benefit casinos and casino customers. Subsequent to the merger, the results of the Venture will become fully consolidated with IGT and it's subsidiaries.

******

INDEX TO EXHIBITS

Exhibits
2.1		Agreement and Plan of Merger dated as of July 8, 2001 among International Game Technology, NAC Corporation, and Anchor Gaming. (Incorporated by reference to Exhibit 2 of our Current Report on Form 8-K dated July 12, 2001.)
3.1		Restated Articles of Incorporation of Anchor Gaming. (Incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-1 (Registration No. 33-71870).)
3.2		Restated Bylaws of Anchor Gaming. (Incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-1 (Registration No. 33-71870).)
4.1		Specimen of Common Stock Certificate. (Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-1 (Registration No. 33-71870).)
4.2		Rights Agreement between Anchor Gaming and the Rights Agent. (Incorporated by reference to Exhibit 4.2 to our June 30, 1998 Annual Report on Form 10-K (File No. 0- 23124).)
4.3		Certificate of Designation, Preferences, and Rights of Series A Junior Participating Preferred Stock (Incorporated by reference to Exhibit 4.3 to our June 30, 1998 Annual Report on Form 10-K (File No. 0-23124).)
4.4		Indenture for 9⁷/8% Senior Subordinated Notes Due 2008, dated October 17, 2000. (Incorporated by reference to Exhibit 10.42 to our Amended Annual Report on Form 10-K/A filed October 27, 2000 (File No. 0-23124).)
10.1		Lease and Sublease Agreement between Smith's Food & Drug Centers, Inc. and Anchor Coin, dated July 28, 1993. (Confidential Treatment for a portion of this document was requested and granted pursuant to Rule 406 under the Securities Act). (Incorporated by reference to Exhibit 10.10 to our Registration statement on Form S-1 (Registration No. 33-71870).)
10.2		Fourth Amendment to Lease and Sublease Agreement dated February 27, 1996 between Smith's Food and Drug Centers, Inc. and Anchor Coin. (Incorporated by reference to Exhibit 10.4 to our June 30, 2000 Annual Report on Form 10-K (File No. 0-23124).)
10.3		Form of Stock Option Agreement between Glen J. Hettinger and Anchor Gaming. (Incorporated by reference to Exhibit 10.28 to our June 30, 1996 Annual Report on Form 10-K (File No. 0-23124).)
10.4		Form of Indemnification Agreement between Officers and Directors and Anchor Gaming. (Incorporated by reference to Exhibit 10.28 to our June 30, 1994 Annual Report on Form 10-K (File No. 0-23124).)
10.5		Indemnification Agreement between Glen J. Hettinger and Anchor Gaming. (Incorporated by reference to Exhibit 10.30 to our June 30, 1998 Annual Report on Form 10-K (File No. 0-23124).)
10.6		Tax Indemnification Agreement between Stanley E. Fulton, Anchor Gaming and its subsidiaries. (Incorporated by reference to Exhibit 10.29 to our June 30, 1994 Annual Report on Form 10-K (File No. 0-23124).)
10.7		Anchor Gaming 1995 Employee Stock Option Plan. (Incorporated by reference to Exhibit 10.31 to our June 30, 1995 Annual Report on Form 10-K (File No. 0-23124).)
10.8		Joint Venture Agreement, dated as of December 3, 1996 by and between Anchor Games, a d/b/a/ of Anchor Coin, a Nevada corporation and our Subsidiary, and IGT. (Incorporated by reference to Exhibit 10.37 to our June 30, 1997 Annual Report on Form 10-K (File No. 0-23124).)
10.9		Stock Option Agreement of Thomas J. Matthews dated April 2, 1997. (Incorporated by reference to Exhibit 4.2 to our Registration Statement on Form S-8 (File No. 333-53257).)
10.10		Stock Option Agreement of Joseph Murphy dated April 2, 1997. (Incorporated by reference to Exhibit 4.3 to our Registration Statement on Form S-8 (File No. 333-53257).)

10.11		Loan Agreement, dated as of June 29, 1999 among Anchor Gaming as borrower, the lenders therein named, and Bank of America national Trust and Savings Association as administrative agent. (Incorporated by reference to Exhibit 10.35 to our June 30, 1999 Annual Report on Form 10-K (File No. 0-23124).)
10.12		Form of Stock Option Agreement. (Incorporated by reference to Exhibit 10.36 to our June 30, 1996 Annual Report on Form 10-K (File No. 0-23124).)
10.13		Amendment No. 1 to Loan Agreement dated March 24, 2000 between Anchor Gaming, as borrower, Bank of America, N.A., as administrative agent and the other lenders named therein. (Incorporated by reference to Exhibit 10.23 to our June 30, 2000 Annual Report on Form 10-K (File No. 0-23124).)
10.14		Guaranty dated June 15, 2000 of Anchor Gaming in favor of Bank of America, N.A., as administrative agent for the benefit of lenders to the Pala Band of Mission Indians. (Incorporated by reference to Exhibit 10.24 to our June 30, 2000 Annual Report on Form 10-K (File No. 0-23124).)
10.15		Asset Purchase Agreement dated September 24, 2000 by and between My Way Holdings LLC and Nuevo Sol Turf Club, Inc. (Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed September 26, 2000. (File No. 0-23124).)
10.16		Stock Purchase Agreement dated September 24, 2000 between Anchor Gaming and members of the Fulton family and their affiliates. (Incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed September 26, 2000 (File No. 0-23124).)
10.17		Assignment of Membership Interests in Ourway Realty, L.L.C. dated September 24, 2000 between Anchor Gaming and Stanley Fulton. (Incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K filed September 26, 2000 (File No. 0-23124).)
10.18		Consulting Agreement dated September 24, 2000 entered into by Stanley Fulton and Anchor Gaming. (Incorporated by reference to Exhibit 99.5 to the Current Report on Form 8-K filed September 26, 2000 (File No. 0-23124).)
10.19		Employment Agreement between Thomas J. Matthews and Anchor Gaming, dated October 17, 2000, which includes a Stock Option Agreement and a Restricted Stock Agreement. (Incorporated by reference to Exhibit 10.19 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).)
10.20		Employment Agreement between Joseph Murphy and Anchor Gaming, dated October 17, 2000, which includes a Stock Option Agreement and a Restricted Stock Agreement. (Incorporated by reference to Exhibit 10.20 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).)
10.21		Employment Agreement between Geoffrey A. Sage and Anchor Gaming, dated October 17, 2000, which includes a Stock Option Agreement and a Restricted Stock Agreement. (Incorporated by reference to Exhibit 10.21 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).)
10.22		Employment Agreement between David D. Johnson and Anchor Gaming, dated October 17, 2000, which includes a Stock Option Agreement and a Restricted Stock Agreement. (Incorporated by reference to Exhibit 10.22 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).)
10.23		Employment Agreement between Christer S. T. Roman and Anchor Gaming, dated March 19, 2001, which includes a Stock Option Agreement. (Incorporated by reference to Exhibit 10.23 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).)
10.24		Employment Agreement between Thomas J. Matthews, International Game Technology and Anchor Gaming, dated July 8, 2001. (Incorporated by reference to Exhibit 10.24 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).)
10.25		Employment Agreement between Joseph Murphy and Anchor Gaming, dated July 8, 2001. (Incorporated by reference to Exhibit 10.25 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).)

10.26		Stock Option Agreement between Geoffrey A. Sage and Anchor Gaming, dated December 31, 1997, and Letter dated January 13, 2000. (Incorporated by reference to Exhibit 10.26 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).)
10.27		Stock Option Agreement between Geoffrey A. Sage and Anchor Gaming, dated January 3, 2000, and Memorandum dated January 3, 2000. (Incorporated by reference to Exhibit 10.27 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).)
10.28		Stock Option Agreement between Christer S. T. Roman and Anchor Gaming, dated September 3, 1999. (Incorporated by reference to Exhibit 10.28 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).)
10.29		Stock Option Agreement between Christer S. T. Roman and Anchor Gaming, dated September 24, 2000. (Incorporated by reference to Exhibit 10.29 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).)
10.30		Stock Option Agreement between Glen J. Hettinger and Anchor Gaming, dated September 24, 2000. (Incorporated by reference to Exhibit 10.30 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).)
10.31		Stock Option Agreement between Richard Burt and Anchor Gaming, dated September 24, 2000. (Incorporated by reference to Exhibit 10.31 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).)
10.32		Stock Option Agreement between Stuart D. Beath and Anchor Gaming, dated September 24, 2000. (Incorporated by reference to Exhibit 10.32 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).)
10.33		Amendment No. 1 to Anchor Gaming 2000 Stock Incentive Plan, dated as of December 15, 2000. (Incorporated by reference to Exhibit 10.33 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).)
21.1		List of Subsidiary Corporations. (Incorporated by reference to Exhibit 21.1 to our June 30, 2001 Annual Report on Form 10-K (File No, 0-23124))
99.1*		Financial statements of the Spin for Cash Joint Venture for the years ended September 30, 2001, 1999 and 1998

*: Filed herewith

SIGNATURES

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

		ANCHOR GAMING
		By:		/s/ THOMAS J. MATTHEWS Thomas J. Matthews Chief Executive Officer and President

		By:		/s/ GEOFFREY A. SAGE Geoffrey A. Sage Chief Financial Officer and Treasurer

		By:		/s/ DANIEL R. SICILIANO Daniel R. Siciliano Principal Accounting Officer and Corporate Controller

Date: December 21, 2001 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date

/s/ STUART D. BEATH Stuart D. Beath	Director	December 21, 2001


/s/ RICHARD R. BURT Richard R. Burt	Director	December 21, 2001


/s/ GLEN J. HETTINGER Glen J. Hettinger	Director	December 21, 2001


/s/ THOMAS J. MATTHEWS Thomas J. Matthews	Director	December 21, 2001


/s/ JOSEPH MURPHY Joseph Murphy	Director	December 21, 2001

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FORM 10-K/A (AMENDMENT NO. 1)
PART IV
INDEPENDENT AUDITORS' REPORT
SPIN FOR CASH WIDE AREA PROGRESSIVE JOINT VENTURE STATEMENTS OF INCOME
SPIN FOR CASH WIDE AREA PROGRESSIVE JOINT VENTURE BALANCE SHEETS
SPIN FOR CASH WIDE AREA PROGRESSIVE JOINT VENTURE STATEMENTS OF CASH FLOWS
SPIN FOR CASH WIDE AREA PROGRESSIVE JOINT VENTURE STATEMENTS OF CASH FLOWS
SPIN FOR CASH WIDE AREA PROGRESSIVE JOINT VENTURE STATEMENTS OF VENTURERS' CAPITAL
SPIN FOR CASH WIDE AREA PROGRESSIVE JOINT VENTURE NOTES TO FINANCIAL STATEMENTS
INDEX TO EXHIBITS
SIGNATURES

ANCHOR GAMING 10-K/A