Registration Statement No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              Autotote Corporation
             (Exact Name of Registrant as Specified in Its Charter)

         Delaware                                            81-0422894
         --------                                            ----------
State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization                             Identification No.)

         750 Lexington Avenue, New York, New York           10022
      --------------------------------------------------------------------
         (Address of Principal Executive Offices)         (Zip Code)

                              Autotote Corporation
                           1995 Equity Incentive Plan
                           --------------------------
                            (Full title of the plans)

                                Martin E. Schloss
                       Vice President and General Counsel
                              Autotote Corporation
                              750 Lexington Avenue
                                   25th Floor
                            New York, New York 10022
      --------------------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (212) 754-2233
      --------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>


                                                              Proposed              Proposed
                                                              Maximum               Maximum
Title of Securities                     Amount to be          Offering Price        Aggregate             Amount of
to be Registered                        Registered(1)         Per Share             Offering Price        Registration Fee
-----------------                       -------------         --------------        --------------        ----------------

<S>                                        <C>                <C>                   <C>                   <C>   
Class A Common Stock, $.01
par value ("Class A Common
Stock")                                    83,182             $ 2.25(2)             $187,160              $57

Class A Common Stock                    1,916,818             $2.15625(3)           $4,133,139            $1,253
Total                                   2,000,000                  --               $4,320,298            $1,310
</TABLE>


(1)      This  registration  statement  (the  "Registration  Statement")  covers
         additional  shares of Class A Common Stock which may be offered or sold
         from time to time pursuant to the  Registrant's  1995 Equity  Incentive
         Plan, as amended, (the "Plan").

(2)      The  proposed  maximum  offering  price per  share has been  determined
         pursuant to Rule  457(h)(1)  promulgated  under the  Securities  Act of
         1933, as amended (the "Securities Act"), based upon the prices at which
         options previously granted pursuant to the Plan may be exercised.

                                                                     Page 1 of 5
                                                 Exhibit index appears on page 5


<PAGE>

(3)      Estimated solely for the purpose of calculating the  registration  fee.
         The  proposed  maximum  offering  price per  share has been  determined
         pursuant to Rules 457(h) and 457(c)  promulgated  under the  Securities
         Act on the basis of the  average of the high and low sale prices of the
         Class A Common  Stock as reported  on the  American  Stock  Exchange on
         January 22, 1998.

         The contents of the  Registration  Statement on Form S-8  (Registration
         No.  333-05811) filed by the Registrant with respect to its 1995 Equity
         Incentive Plan are hereby incorporated by reference.

Item 8.  Exhibits.

         5.1      Opinion  of counsel  as to  legality  of the shares of Class A
                  Common Stock covered by this Registration Statement.

         23.1     Consent of KPMG Peat Marwick LLP

         23.2     Consent of counsel (included in Exhibit 5.1)

         24.1     Powers of  Attorney  for the  Registrant  are set forth on the
                  signature page of the Registration Statement.


                                   Page 2 of 5


<PAGE>

                                   SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in New York, New York on the 27th day of January, 1998.

                                 Autotote Corporation
                                 (Registrant)


                                 By:  /s/ A. Lorne Weil
                                    -------------------------------------------
                                          A. Lorne Weil,
                                          Chairman of the Board,
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

                  KNOW  ALL  MEN  BY  THESE  PRESENTS  that  each  person  whose
signature  appears below  constitutes and appoints Martin E. Schloss and William
Luke his true and lawful  attorneys-in-fact  and agents, each acting alone, with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead,  in any and all  capacities,  to sign any or all  amendments  to this
Registration   Statement,   including   post-effective   amendments,   and   any
registration  statement  for the  same  offering  covered  by this  Registration
Statement that is to be effective upon filing  pursuant to Rule 462(b) under the
Securities  Act,  and to file the  same,  with  all  exhibits  thereto,  and all
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto  attorneys-in-fact  and agents,  and each of them,  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person,  and hereby  ratifies  and  confirms  all that said
attorneys-in-fact  and  agents,  each  acting  alone,  or  their  substitute  or
resubstitutes, may lawfully do or cause to be done.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement  or  amendment  has been  signed by the  following
persons in the capacities and on the date indicated.

         Signature             Title(s)                      Date
         ---------             --------                      ----

/s/  A. Lorne Weil        Chairman of the Board,             January 27, 1998
----------------------    President, Chief Executive       
     A. Lorne Weil        Officer and Director (principal 
                          executive officer)              
                          



/s/  William Luke         Vice President and Chief           January 27, 1998
----------------------    Financial Officer (principal
     William Luke         financial officer)


/s/  DeWayne E. Laird     Corporate Controller               January 27, 1998 
----------------------    (principal accounting officer)     
     DeWayne E. Laird 

/s/  Marshall Bartlett    Director                           January 27, 1998
----------------------
     Marshall Bartlett

/s/  Larry J. Lawrence    Director                           January 27, 1998
----------------------
     Larry J. Lawrence


                                   Page 3 of 5

<PAGE>

/s/  Sir Brian Wolfson    Director                           January 27, 1998
----------------------
     Sir Brian Wolfson

/s/  Alan J. Zakon
----------------------    Director                           January 27, 1998
     Alan J. Zakon


                                   Page 4 of 5

<PAGE>



                                INDEX TO EXHIBITS


                                                                         Page

5.1      Opinion of counsel as to legality of the shares of Class A 
         Common Stock covered by this Registration Statement.

23.1     Consent of KPMG Peat Marwick LLP.

23.2     Consent of counsel.
         (included in Exhibit 5.1).

24.1     Powers of Attorney for the  Registrant  are set forth on 
         the  signature page of the Registration Statement.

                                   Page 5 of 5
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 9198}]
{"company-data": {"conformed-name": "AUTOTOTE CORP", "cik": "0000750004", "assigned-sic": "3578", "irs-number": "810422894", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44983", "film-number": "98514124"}, "business-address": {"street1": "100 BELLEVUE", "city": "NEWARK", "state": "DE", "zip": "19714", "phone": "3027374300"}, "mail-address": {"street1": "100 BELLEVUE ROAD", "city": "NEWARK", "state": "NJ", "zip": "19714"}, "former-company": {"former-conformed-name": "UNITED TOTE INC", "date-changed": "19920317"}}
Registration Statement No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              Autotote Corporation
             (Exact Name of Registrant as Specified in Its Charter)

         Delaware                                            81-0422894
         --------                                            ----------
State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization                             Identification No.)

         750 Lexington Avenue, New York, New York           10022
      --------------------------------------------------------------------
         (Address of Principal Executive Offices)         (Zip Code)

                              Autotote Corporation
                           1995 Equity Incentive Plan
                           --------------------------
                            (Full title of the plans)

                                Martin E. Schloss
                       Vice President and General Counsel
                              Autotote Corporation
                              750 Lexington Avenue
                                   25th Floor
                            New York, New York 10022
      --------------------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (212) 754-2233
      --------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
Proposed              Proposed
                                                              Maximum               Maximum
Title of Securities                     Amount to be          Offering Price        Aggregate             Amount of
to be Registered                        Registered(1)         Per Share             Offering Price        Registration Fee
-----------------                       -------------         --------------        --------------        ----------------
Class A Common Stock, $.01
par value ("Class A Common
Stock")                                    83,182             $ 2.25(2)             $187,160              $57

Class A Common Stock                    1,916,818             $2.15625(3)           $4,133,139            $1,253
Total                                   2,000,000                  --               $4,320,298            $1,310
(1)      This  registration  statement  (the  "Registration  Statement")  covers
         additional  shares of Class A Common Stock which may be offered or sold
         from time to time pursuant to the  Registrant's  1995 Equity  Incentive
         Plan, as amended, (the "Plan").

(2)      The  proposed  maximum  offering  price per  share has been  determined
         pursuant to Rule  457(h)(1)  promulgated  under the  Securities  Act of
         1933, as amended (the "Securities Act"), based upon the prices at which
         options previously granted pursuant to the Plan may be exercised.

                                                                     Page 1 of 5
                                                 Exhibit index appears on page 5
(3)      Estimated solely for the purpose of calculating the  registration  fee.
         The  proposed  maximum  offering  price per  share has been  determined
         pursuant to Rules 457(h) and 457(c)  promulgated  under the  Securities
         Act on the basis of the  average of the high and low sale prices of the
         Class A Common  Stock as reported  on the  American  Stock  Exchange on
         January 22, 1998.

         The contents of the  Registration  Statement on Form S-8  (Registration
         No.  333-05811) filed by the Registrant with respect to its 1995 Equity
         Incentive Plan are hereby incorporated by reference.

Item 8.  Exhibits.

         5.1      Opinion  of counsel  as to  legality  of the shares of Class A
                  Common Stock covered by this Registration Statement.

         23.1     Consent of KPMG Peat Marwick LLP

         23.2     Consent of counsel (included in Exhibit 5.1)

         24.1     Powers of  Attorney  for the  Registrant  are set forth on the
                  signature page of the Registration Statement.

                                   Page 2 of 5
SIGNATURES

                  Pursuant to the  requirements  of the  Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in New York, New York on the 27th day of January, 1998.

                                 Autotote Corporation
                                 (Registrant)

                                 By:  /s/ A. Lorne Weil
                                    -------------------------------------------
                                          A. Lorne Weil,
                                          Chairman of the Board,
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

                  KNOW  ALL  MEN  BY  THESE  PRESENTS  that  each  person  whose
signature  appears below  constitutes and appoints Martin E. Schloss and William
Luke his true and lawful  attorneys-in-fact  and agents, each acting alone, with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead,  in any and all  capacities,  to sign any or all  amendments  to this
Registration   Statement,   including   post-effective   amendments,   and   any
registration  statement  for the  same  offering  covered  by this  Registration
Statement that is to be effective upon filing  pursuant to Rule 462(b) under the
Securities  Act,  and to file the  same,  with  all  exhibits  thereto,  and all
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto  attorneys-in-fact  and agents,  and each of them,  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person,  and hereby  ratifies  and  confirms  all that said
attorneys-in-fact  and  agents,  each  acting  alone,  or  their  substitute  or
resubstitutes, may lawfully do or cause to be done.

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  registration  statement  or  amendment  has been  signed by the  following
persons in the capacities and on the date indicated.

         Signature             Title(s)                      Date
         ---------             --------                      ----

/s/  A. Lorne Weil        Chairman of the Board,             January 27, 1998
----------------------    President, Chief Executive       
     A. Lorne Weil        Officer and Director (principal 
                          executive officer)              
                          

/s/  William Luke         Vice President and Chief           January 27, 1998
----------------------    Financial Officer (principal
     William Luke         financial officer)

/s/  DeWayne E. Laird     Corporate Controller               January 27, 1998 
----------------------    (principal accounting officer)     
     DeWayne E. Laird 

/s/  Marshall Bartlett    Director                           January 27, 1998
----------------------
     Marshall Bartlett

/s/  Larry J. Lawrence    Director                           January 27, 1998
----------------------
     Larry J. Lawrence

                                   Page 3 of 5
/s/  Sir Brian Wolfson    Director                           January 27, 1998
----------------------
     Sir Brian Wolfson

/s/  Alan J. Zakon
----------------------    Director                           January 27, 1998
     Alan J. Zakon

                                   Page 4 of 5
INDEX TO EXHIBITS

                                                                         Page

5.1      Opinion of counsel as to legality of the shares of Class A 
         Common Stock covered by this Registration Statement.

23.1     Consent of KPMG Peat Marwick LLP.

23.2     Consent of counsel.
         (included in Exhibit 5.1).

24.1     Powers of Attorney for the  Registrant  are set forth on 
         the  signature page of the Registration Statement.

                                   Page 5 of 5