8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported) February 7, 2000


                              SILICON GAMING, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         California                    0-28294                   77-0357939
- ----------------------------         -----------             -------------------
(State or other jurisdiction         (Commission               (IRS Employer
    of incorporation)                File Number)            Identification No.)


               2800 W. Bayshore Road, Palo Alto, California 94303
          ------------------------------------------------------------
          (Address of principal executive offices, including Zip Code)


       Registrant's telephone number, including area code: (650) 842-9000


                                 Not Applicable
         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)

ITEM 5. OTHER EVENTS.

On February 7, 2000, Silicon Gaming, Inc. (the "Company") filed a Certificate of
Amendment  of its  Articles  of  Incorporation  with the  Secretary  of State of
California.  The amendment was approved and adopted by a written  consent action
by holders of greater than a majority of the outstanding  voting common stock of
the Company.  The amendment  increased the number of authorized shares of common
stock of the Company from  50,000,000 to  750,000,000.  Details of the amendment
were  disclosed in a 14C  Information  Statement  delivered to  shareholders  on
January  10,  2000 and filed with the  Securities  and  Exchange  Commission  on
January 7, 2000.

A copy of the Certificate of Amendment of the Articles of Incorporation is filed
as an Exhibit to this report.


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

   Exhibit No      Description
   ----------      -----------

      3.1          Certificate of Amendment of Articles of Incorporation

                                       2

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  Registration  Statement  to be signed on its
behalf by the undersigned, thereto duly authorized.

                                             SILICON GAMING, INC.



Date:  February 14, 2000                      By: /s/ Andrew Pascal
                                                  -----------------
                                                  Andrew Pascal
                                                  Chief Executive Officer
                                                  and President

                                       3

EX-3.1

EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                              SILICON GAMING, INC.


     I, Andrew Pascal, the President and Secretary of Silicon Gaming,  Inc. (the
"Corporation"),  a corporation duly organized and existing under the laws of the
State of California, do hereby certify:

     1. That I am the  President and the  Secretary of Silicon  Gaming,  Inc., a
California corporation.

     2. That an amendment to the Articles of  Incorporation  of this Corporation
has been approved by the Board of Directors.

     3. The Amendment so approved the by Board of Directors is as follows:

     Section  1 of  Article  III,  of  the  Amended  and  Restated  Articles  of
Incorporation of this Corporation is amended to read as follows:

          "1.  AUTHORIZED  STOCK.  The  corporation  is  authorized to issue two
     classes of shares to be  designated  respectively  "Preferred  Stock,"  par
     value $0.001 per share, and "Common Stock," par value $0.001 per share. The
     total number of shares of Preferred  Stock  authorized  is  6,884,473.  The
     total  number of shares of Common  Stock  authorized  is  750,000,000.  The
     shares of Preferred Stock authorized by these Articles of Incorporation may
     be issued from time to time in one or more series."


     4. That the  shareholders of the Corporation have adopted said Amendment by
written  consent.  That the  wording of said  Amendment  as  approved by written
consent  of the  shareholders  is the same as that set  forth  above.  That said
written consent was signed by the holders of outstanding  shares having not less
than the minimum number of required votes of  shareholders  necessary to approve
said  Amendment in  accordance  with Section 902 of the  California  Corporation
Code.

     5. That the designation and total number of outstanding  shares entitled to
vote on or give written  consent to said  Amendment  and the minimum  percentage
vote  required  of each  class or  series  entitled  to vote on or give  written
consent to said Amendment for approval thereof are as follows:

                                Number of shares           Minimum
                                outstanding entitled       percentage
                                to vote or give            vote required
         Designation            written consent            to approve
         -----------            ---------------            ----------

         Common Stock           30,949,273 shares          More than 50%
         with a par value
         of $0.001 per share

         Series D Convertible   39,750 shares              More than 50%
         Redeemable Preferred
         Stock

         Series E Convertible   -0-                        (None outstanding as
         Redeemable Preferred                              of date of this
         Stock                                             Certificate)

     6. That the number of shares of each class  which gave  written  consent in
favor of said Amendment equaled or exceeded the minimum percentage vote required
of each class entitled to vote, as set forth above.

     7. That this Certificate shall become effective on February 7, 2000.

     The  undersigned  declares  under  penalty of perjury  that the  statements
contained in the foregoing Certificate are true of his own knowledge.

     Executed at Palo Alto, California on February 2, 2000.



                                  ----------------------------------------
                                  Andrew Pascal
                                  President


                                  ----------------------------------------
                                  Andrew Pascal
                                  Secretary