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) April 21, 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)                       (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 April 21,  2000,  the  company  distributed  the press  release  set forth as
Exhibit 99.1, which is incorporated herein by reference.

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

          Exhibit No          Description
          ----------          -----------
             99.1             Press Release

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant has duly caused this report to be filed.

                                        SILICON GAMING, INC.


Date: April 21, 2000                    By /s/ Andrew Pascal
                                           -------------------------------------
                                           Andrew Pascal
                                           Chief Executive Officer
                                           and President

EX-99.1

EXHIBIT 99.1

[Silicon Letterhead]

FOR INFORMATION CONTACT:
Andrew Pascal, CEO (Analysts)               Investor Relations
(650) 842-9000                              (650) 842-9009

FOR IMMEDIATE RELEASE

                     SILICON GAMING ANNOUNCES EXCHANGE OFFER

     PALO ALTO, California, April 21, 2000 -- Silicon Gaming, Inc. (OTC Bulletin
Board: SGIC.OB) announced today that it has commenced an exchange offer relating
to the financial  restructuring  completed in November  1999. The exchange offer
expires at 5:00 P.M. New York City time on May 19, 2000, unless extended.

Under the exchange offer  participating  shareholders may exchange each share of
common stock they hold for a unit  consisting of one share of common stock and a
warrant (an  "Exchange  Warrant") to purchase  3.59662  shares of common  stock.
Participating  shareholders  will not be required to tender their physical share
certificates.  Rather,  shares of common stock will remain  outstanding  and the
participating shareholders will receive the Exchange Warrants in addition to the
shares of common stock they will  continue to hold.  Participating  shareholders
will only be required to tender an election notice.

Shareholders  who elect to participate  must tender their election notices prior
to the  expiration  of the exchange  offer.  Beneficial  holders whose shares of
common stock are registered in the name of a broker,  dealer,  commercial  bank,
trust company or other nominee must contact that person or entity if they desire
to tender an election  notice.  Tenders of election  notices may be withdrawn at
any  time  prior  to the  expiration  date  of the  exchange  offer.  After  the
expiration  date,  all tenders are  irrevocable.  The  Company's  obligation  to
consummate the exchange offer is subject to several conditions.

The exercise price of the Exchange  Warrants is $0.1528 per share.  The Exchange
Warrants are not  exercisable  for the first twelve months after their  issuance
and will terminate four years from their issuance,  if not otherwise  terminated
prior to that  time.  If the  share  price of the  Company's  common  stock,  as
reported  on the  Nasdaq  National  Market or a  national  securities  exchange,
exceeds  $0.2346 per share for twenty  consecutive  trading days, the holders of
the Exchange  Warrants would have 180 days to exercise the Exchange  Warrants or
they would  automatically  expire.  This  provision is not  effective  while the
common stock is trading on the OTC Bulletin  Board or during the first two years
following issuance of the Exchange Warrants

The maximum  number of  Exchange  Warrants  to be issued is  15,288,169.  If all
Exchange  Warrants  are issued they could be  exercised  for, in the  aggregate,
54,985,734  shares  of  common  stock.  Currently,  there is no  market  for the
Exchange  Warrants  and the  Company  does not intend to register  the  Exchange
Warrants or file an  application  for the  Exchange  Warrants on any  securities
exchange.

EquiServe  Trust  Company,  N.A.,  the Company's  transfer  agent,  is acting as
exchange  agent in the  exchange  offer,  and will  also act as  warrant  agent.
Georgeson Shareholder Communications, Inc. is acting as information agent in the
exchange  offer.  Shareholders  may  contact  the  information  agent  at  (800)
223-2064, or collect at (212) 440-9800, for information about tendering Election
Notices.

Silicon Gaming, Inc. is an industry leader in the design and manufacture of slot
machines such as the  Odyssey(R) and  Quest(TM),  which feature such  innovative
games as  Banana-Rama  Deluxe,  Eureka,  Strike-It-Rich,  Vacation,  Lucky-Draw,
TopHat 21 and Phantom Belle Poker.  Headquartered in Palo Alto, California,  the
Company is traded on the OTC Electronic Bulletin Board as SGIC.OB.

                           FORWARD-LOOKING STATEMENTS

This press release may contain certain  forward-looking  statements that involve
risks and  uncertainties.  These are statements about future events,  results of
operation,  business plans and other matters.  The Company's  actual results may
differ materially from the results discussed in the  forward-looking  statements
based on various factors and risks,  including those identified in the Company's
Form 10-K for the year ended  December 31, 1999.  We use words such as "expect",
"anticipate",  "intend"  or other  similar  words to  identify  forward  looking
statements.  These  statements  are made  based  on our  current  knowledge  and
understanding.  However,  there can be no assurances as to whether or not actual
results will be  consistent  with these  statements.  We have no  obligation  to
update the forward-looking statements made in this press release.

  For more information on Silicon Gaming, Inc., visit the Company's website at
                          http://www.silicongaming.com