<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CASINOVATIONS INCORPORATED
- ------------------------------------------------------------------------
(Name of Issuer)
Common Stock $.001 par value
- ------------------------------------------------------------------------
(Title of Class of Securities)
14761P 10 4
------------------------------------------
(CUSIP Number)
Timothy Leybold; 6744 S. Spencer Street, Las Vegas, Nevada 89119;
Tel: (702) 733-7195
- ------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 28, 1999
- ------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
l(b)(3) or (4), check the following box [ ]
NOTE: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-l(a) for other parties
to whom copies are to be sent.
*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 disclosures provided in a
prior cover page.
The information required on 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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 14761P 10 4 PAGE 2 OF 5 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard S. Huson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
Not applicable.
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
437,336 shares
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 2,831,502 shares
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 437,336 shares
PERSON
WITH 10 SHARED DISPOSITIVE POWER
2,831,502 shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,268,838 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.5%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
This Amendment No. 1 amends the Schedule 13D, dated April 23,
1999 (the "Schedule 13D"), of Richard S. Huson with respect to the
common stock, $.01 par value ("Common Stock"), of Casinovations
Incorporated, a Nevada corporation (the "Issuer"). Except as
specifically provided herein, this Amendment No. 1 does not modify
any of the information previously reported on the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
See response to Item 4.
ITEM 4. PURPOSE OF TRANSACTION
The filing of this Amendment No. 1 to Schedule 13D is a
result of the purchase by Mr. Huson of 384,615 shares of Common
Stock. Through a subscription agreement dated May 28, 1999, Mr.
Huson and the Issuer agreed to convert $999,999 of outstanding
indebtedness pursuant to that certain Promissory Note dated
December 31, 1998 in the original principal amount of $1,235,000
issued by the Company in favor of Mr. Huson (the "Note") into
384,615 shares of Common Stock. The conversion rate for the
conversion was $2.60 per share. The Issuer will re-issue the Note
to reflect the reduction in the outstanding balance due under the
Note.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
<TABLE>
<CAPTION>
RICHARD S. HUSON
PRESENTLY OWNED PERCENTAGE <F4>
--------------- ---------------
<S> <C> <C>
Sole Voting Power 437,336 <F1>,<F2> 4.48%
Shared Voting Power 2,831,502 <F3> 29.0%
Sole Dispositive Power 437,336 <F1>,<F2> 4.48%
Shared Dispositive Power 2,831,502 <F3> 29.0%
Total Beneficial Ownership 3,268,838 33.5%
<FN>
- ------------------
<F1> This amount represents 52,721 shares of Common Stock issuable
to Mr. Huson upon the exercise of Class A Warrants and 384,615
shares of Common Stock issuance to Mr. Huson pursuant to the
transaction described herein.
<F2> Shares of Common Stock may be subject to applicable community
property laws.
<F3> This amount represents 70,000 shares of Common Stock held by
Tower Rock Partners, LLC, an entity controlled by Mr. Huson, and
2,761,502 shares of Common Stock held by the Richard S. Huson
Revocable Trust U/T/A dtd 09/04/98, a trust where Mr. Huson and
Yvonne Huson, his wife, are co-trustees.
<F4> These percentages reflect the percentage share ownership with
respect to the number of shares of Common Stock outstanding as of
May 31, 1999.
</FN>
</TABLE>
<PAGE>
SIGNATURE
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.
Dated: June 23, 1999 /s/ Richard S. Huson
---------------------------------
RICHARD S. HUSON
