UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM 8-K~~CURRENT REPORT

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

~~Pursuant~~Date toof ~~Section 13 or 15~~report (d)Date of ~~the~~earliest ~~Securities Exchange~~event ~~Act~~reported): September 24, ~~of 1934~~2004

~~Date~~PDS ofGAMING ~~report (Date of earliest event reported): April 22, 2004~~CORPORATION

PDS GAMING CORPORATION
(Exact name of Registrant as specified in its charter)
Commission File No. 0-23928
Minnesota		41-1605970
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)
6171 McLeod Drive, Las Vegas, Nevada 89120
(Address of principal executive offices)
(702) 736-0700
(Registrant’s telephone number, including area code)

(Exact name of Registrant as specified in its charter)

~~Item~~COMMISSION FILE 5NO. ~~Other Events.~~0-23928

This report is being filed solely for the purpose of reporting the announcement that PDS Gaming Corporation (the “Company”) has entered into a definitive Agreement and Plan of Merger relating to the proposal of the management group, consisting of Johan P. Finley, Lona M.B. Finley and Peter D. Cleary, to acquire all of the outstanding stock of the Company not already owned by them. For additional information concerning the foregoing, reference is made to the Company’s press release issued on April 22, 2004, a copy of which is attached as an exhibit to this report and incorporated by reference.

Minnesota		41-1605970
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

~~Item~~6171 McLeod 7.Drive, ~~Financial~~Las ~~Statements~~Vegas, ~~and~~Nevada ~~Exhibits.~~89120

~~The~~(Address ~~following exhibits are included with this current report on Form 8-K as required by Item 601~~ of ~~Regulation~~principal ~~S-K.~~executive offices)

	Exhibit Number		Description
	99.1		Press release dated April 22, 2004 announcing that PDS Gaming Corporation has entered into a definitive Agreement and Plan of Merger relating to the proposal of the management group, consisting of Johan P. Finley, Lona M.B. Finley and Peter D. Cleary, to acquire all of the outstanding stock of the Company not already owned by them

(702) 736-0700

~~Signature~~(Registrant’s telephone number, including area code)

~~Pursuant~~Check to the ~~requirements~~appropriate ~~of the Securities~~box ~~Exchange~~below ~~Act~~if ~~of 1934,~~ the ~~registrant~~Form ~~has~~8-K ~~duly~~filing ~~caused~~is ~~this~~intended ~~report~~ to besimultaneously ~~signed on~~satisfy ~~its~~the ~~behalf~~filing obligation byof the ~~undersigned~~registrant ~~hereunto~~under ~~duly~~any ~~authorized.~~of the following provisions:

	PDS GAMING CORPORATION
Dated: April 23, 2004	By:/s/ Peter D. Cleary
	Peter D. Cleary
	President and Chief Operating Officer
	(a duly authorized officer)

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

2o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

This report is being filed for the purpose of reporting the press release by PDS Gaming Corporation (the “Company”) announcing that its shareholders have voted, at a special shareholders meeting held on September 23, 2004, to approve the Agreement and Plan of Merger by and among the Company, PDS Holding Co., Inc. and PDS Acquisition Sub, LLC relating to the Company’s previously announced “going private” transaction.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are included with this current report on Form 8-K as required by Item 601 of Regulation S-K.

Exhibit Number		Description
99.1		Press release dated September 24, 2004 announcing that the shareholders of PDS Gaming Corporation have voted, at a special shareholders meeting held on September 23, 2004, to approve the Agreement and Plan of Merger by and among the Company, PDS Holding Co., Inc. and PDS Acquisition Sub, LLC relating to the Company’s previously announced “going private” transaction.

Signature

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

	PDS GAMING CORPORATION

Dated: September 28, 2004	By:/s/ Peter D. Cleary
	Peter D. Cleary
	President, Treasurer and Chief Financial Officer
	(a duly authorized officer)

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