UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Herbst Gaming, Inc.

(Name of Issuer)

Common Units

(Title of Class of Securities)

Not Applicable

(CUSIP Number)

January 10, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This initial filing is to correct the initial filing made on January 10, 2011 for Herbst Gaming, Inc., for holdings as of December 31, 2010. On December 31, 2010, Herbst Gaming Inc. reorganized into Herbst Gaming, LLC. The initial filing on January 10, 2011, intended for Herbst Gaming, LLC, instead was made for Herbst Gaming, Inc. in error. A separate corrective filing will be filed to reflect holdings in Herbst Gaming, LLC.


CUSIP No.				Page		2		of		7


1	NAMES OF REPORTING PERSONS Highland Capital Management, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.00%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN/IA


CUSIP No.				Page		3		of		7


1	NAMES OF REPORTING PERSONS Strand Advisors, Inc.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO/HC


CUSIP No.				Page		4		of		7


1	NAMES OF REPORTING PERSONS James Dondero


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN/HC


CUSIP No.				Page		5		of		7

Item 1(a) Name of Issuer:

Herbst Gaming, Inc. (the “ Issuer ”).

Item 1(b) Address of Issuers Principal Executive Offices:

3440 West Russell Road, Las Vegas, Nevada

Item 2(a) Name of Persons Filing:

This statement is filed by and on behalf of: (i) Highland Capital Management, L.P. (“Highland Capital”); (ii) Strand Advisors, Inc. (“Strand”); (iii) James D. Dondero (“Dondero”); to amend the initial filing made January 10, 2011 (the “Initial Filing”) which was erroneously made for Herbst Gaming Inc., when intended to be filed for Herbst Gaming, LLC. This Amendment #1 is filed to reflect the Reporting Persons, Highland Capital, Strand, and Dondero, have no pecuniary or beneficial interest in Herbst Gaming, Inc. A separate form 13G will be filed to reflect ownership of Herbst Gaming, LLC.

Item 2(b) Address of Principal Business Office or, if non Residence:

The address of the principal business office of each of the reporting persons is Two Galleria Tower, 13455 Noel Road, Suite 800, Dallas, Texas 75240.

Item 2(c) Citizenship:

See Item 4 of each cover page for the respective reporting persons.

Item 2(d) Title of Class of Securities:

Common Units, no par value (the “Common Units ”).

Item 2(e) CUSIP Number:

Not applicable.

Item 3 Status of Persons Filing.

Not applicable.

Item 4 Ownership.

(a)

Amount Beneficially Owned:


CUSIP No.				Page		6		of		7

			See Item 9 of each cover page for the respective reporting persons.

	(b)		Percent of Class:

			See Item 11 of each cover page for the respective reporting persons.

	(c)		Number of shares as to which the person has:

	(i)		Sole power to vote or to direct the vote:

			See Item 5 of each cover page for the respective reporting persons.

	(ii)		Shared power to vote or to direct the vote:

			See Item 6 of each cover page for the respective reporting persons.

	(iii)		Sole power to dispose or to direct the disposition of:

			See Item 7 of each cover page for the respective reporting persons.

	(iv)		Shared power to dispose or to direct the disposition of:

			See Item 8 of each cover page for the respective reporting persons.

Item 5 Ownership of 5% or Less of a Class.

As of the date of filing hereof the Reporting Persons ceased to be Beneficial Owners of more than 5% of the Issuers equity.

Item 6 Ownership of More than 5% on Behalf of Another Person.

Not applicable.

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8 Identification and Classification of Members of the Group.

Not applicable.

Item 9 Notice of Dissolution of Group.

Not applicable.

Item 10 Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No.				Page		7		of		7

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 25, 2011


	Highland Capital Management, L.P.
	By:	Strand Advisors, Inc., its general partner


	By:	/s/ James D. Dondero
		James D. Dondero, President


	Strand Advisors, Inc.
	By:	/s/ James D. Dondero
		James D. Dondero, President


	James D. Dondero
	/s/ James D. Dondero

HERBST GAMING INC SC 13G/A