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
--------------------------------------------------------------------------------
                        1997 Incentive Compensation 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")                        1,600,000        $2.15625(2)        $3,450,000           $1,046
</TABLE>

(1)      This  registration  statement  (the  "Registration  Statement")  covers
         shares of Class A Common  Stock  which may be offered or sold from time
         to time pursuant to the Registrant's  1997 Incentive  Compensation Plan
         (the "Plan").

(2)       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 of 1933,  as amended,  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.

                                                                     Page 1 of 7
                                                 Exhibit index appears on page 7


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

         The following documents,  which have been filed by Autotote Corporation
(the "Registrant") with the Securities and Exchange  Commission (the "SEC"), are
incorporated by reference in this Registration  Statement as of their respective
dates:

         (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended October 31, 1996.

         (b) The  Registrant's  Quarterly  Reports  on Form 10-Q for the  fiscal
quarters ended January 31, 1997, April 30, 1997 and July 31, 1997.

         (c) The  Registrant's  Current Reports on Form 8-K dated April 30, 1997
and August 11, 1997.

         (d) The description of the Registrant's  Class A Common Stock, $.01 par
value ("Class A Common Stock"),  contained in the latest registration  statement
of the Registrant  under Section 12 of the  Securities  Exchange Act of 1934, as
amended  (the "1934  Act"),  including  any  amendment  or report  filed for the
purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14  and  15(d)  of the  1934  Act,  prior  to  the  filing  of a
post-effective  amendment which indicates that all securities  registered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities

         Not Applicable

Item 5.  Interests of Named Experts and Counsel

         Martin E. Schloss, who is the Vice President and General Counsel of the
Registrant,  has acted as  counsel to the  Registrant  in  connection  with this
Registration  Statement  and has  given an  opinion  as to the  legality  of the
securities being registered hereby.

Item 6.  Indemnification of Directors and Officers

         The Delaware  General  Corporation  Law (the  "DGCL"),  at Section 145,
provides, in pertinent part, that a corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the corporation),  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the corporation or is or was serving  another  corporation,  partnership,  joint
venture, trust or other enterprise,  at the request of the corporation,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement,  actually and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or  not  opposed  to  the  best  interest  of the
corporation  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was  unlawful.  Lack of good faith,  or
lack of a reasonable belief that one's actions are in or not opposed to the best
interest  of the  corporation,  or  with  respect  to  any  criminal  action  or
proceeding,  lack of  reasonable  cause to believe one's conduct was unlawful is
not presumed from the termination of any action, suit or proceeding by judgment,
order,  settlement,  conviction,  or nolo contendere plea or its equivalent.  In
addition, the indemnification of expenses (including attorneys' fees) is allowed
in derivative  actions,  except no  indemnification is allowed in respect of any
claim,  issue or matter  as to which any such  person  has been  adjudged  to be
liable to the  corporation,  unless and only to the extent the Court of Chancery
or  the  court  in  which  such  action  or  suit  was  brought   decides   that
indemnification  is proper.  To the extent that any such person  succeeds on the
merits or otherwise in defense of any of the above described actions


                                   Page 2 of 7

<PAGE>

or proceedings,  he shall be indemnified against expenses (including  attorneys'
fees).  The  determination  that the person to be indemnified met the applicable
standard of conduct,  if not made by a court,  is made by the Board of Directors
of the  corporation  by a majority vote of a quorum  consisting of directors not
party to such an action, suit or proceeding or, if a quorum is not obtainable or
a  disinterested  quorum so directs,  by independent  legal counsel in a written
opinion or by the stockholders. Expenses may be paid in advance upon the receipt
of undertakings to repay. A corporation may purchase indemnity insurance.

         The Certificate of Incorporation of the Registrant, provides at Article
Ninth that no director of the  Registrant  shall be liable to the  Registrant or
its  stockholders  for  monetary  damages  for breach of  fiduciary  duty to the
fullest extent allowed by Delaware law. The Registrant's  By-laws at Article VII
provide that the Registrant  shall indemnify all allowed persons for liabilities
and expenses to the fullest extent allowed by Delaware law.

         Article  Ninth  eliminates  the  personal  liability of  directors,  as
directors (but not as officers),  to the Registrant and its stockholders  unless
one of the statutorily  required exceptions (breach of the duty of loyalty,  bad
faith,  etc.)  applies.  As a result,  directors are not liable even for grossly
negligent actions or omissions,  including grossly negligent decisions involving
control of the Registrant,  in the absence of breach of the duty of loyalty, bad
faith,  improper personal benefit or another statutory exception.  Article Ninth
does not limit or eliminate  the liability of a director for any act or omission
occurring prior to June 15, 1997, when Article Ninth became effective.  Also, it
does not affect a director's  liability to third parties, nor the liability of a
director  to  the  Registrant  or  its  stockholders   arising  from  any  legal
requirement  (such as the federal  securities  laws) other than the duty of care
imposed by Delaware law.

         The Board of Directors of the Registrant passed a resolution,  dated as
of June 26, 1995,  authorizing and directing the Registrant,  prior to the final
disposition of the action entitled IN RE AUTOTOTE SECURITIES LITIGATION,  in the
United States  District  Court for the District of Delaware (the  "Action"),  to
indemnify  certain of the  present  and former  officers  and  directors  of the
Registrant (each, an "Individual Defendant"),  who have been named as defendants
in the Action, against and reimburse each Individual Defendant for, all expenses
(including  reasonable attorneys' fees) actually and reasonably incurred by such
Individual Defendants in connection with the Action.

Item 7.  Exemption from Legislation Claimed

         Not Applicable

Item 8.  Exhibits.

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

         10.1     1997 Incentive Compensation Plan.

         10.2     Form of Option Agreement.

         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.

Item 9.  Undertakings

A.       Post-Effective Amendments

         The Registrant hereby undertakes:


                                   Page 3 of 7

<PAGE>

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect  in the  prospectus  any facts or events  arising
after the  effective  date of this  Registration  Statement  (or the most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

               (iii) To include any  material  information  with  respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any  material  change  to  such  information  in  this  Registration  Statement;
PROVIDED,  HOWEVER,  that subparagraphs (i) and (ii) above will not apply if the
information  required  to be  included in a  post-effective  amendment  by those
subparagraphs  is contained in periodic  reports  filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference in this Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

         (3) To remove from registration by means of a post-effective amendment,
any of the securities being registered which remain unsold at the termination of
the offering.

B.   Subsequent Documents Incorporated by Reference

         The Registrant  hereby undertakes that, for purposes of determining any
liability  under the  Securities  Act,  each filing of the  Registrant's  annual
report  pursuant to Section 13(a) or 15(d) of the 1934 Act that is  incorporated
by  reference  in  this  Registration  Statement  shall  be  deemed  to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

C.   Claims for Indemnification

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the SEC such  indemnification is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.


                                   Page 4 of 7

<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 5 of 7

<PAGE>

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


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


                                   Page 6 of 7

<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.

10.1     1997 Incentive Compensation Plan.

10.2     Form of Option Agreement.

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 7 of 7
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19318}]
{"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": "333-44979", "film-number": "98514106"}, "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
--------------------------------------------------------------------------------
                        1997 Incentive Compensation 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")                        1,600,000        $2.15625(2)        $3,450,000           $1,046
(1)      This  registration  statement  (the  "Registration  Statement")  covers
         shares of Class A Common  Stock  which may be offered or sold from time
         to time pursuant to the Registrant's  1997 Incentive  Compensation Plan
         (the "Plan").

(2)       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 of 1933,  as amended,  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.

                                                                     Page 1 of 7
                                                 Exhibit index appears on page 7
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

         The following documents,  which have been filed by Autotote Corporation
(the "Registrant") with the Securities and Exchange  Commission (the "SEC"), are
incorporated by reference in this Registration  Statement as of their respective
dates:

         (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended October 31, 1996.

         (b) The  Registrant's  Quarterly  Reports  on Form 10-Q for the  fiscal
quarters ended January 31, 1997, April 30, 1997 and July 31, 1997.

         (c) The  Registrant's  Current Reports on Form 8-K dated April 30, 1997
and August 11, 1997.

         (d) The description of the Registrant's  Class A Common Stock, $.01 par
value ("Class A Common Stock"),  contained in the latest registration  statement
of the Registrant  under Section 12 of the  Securities  Exchange Act of 1934, as
amended  (the "1934  Act"),  including  any  amendment  or report  filed for the
purpose of updating such description.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14  and  15(d)  of the  1934  Act,  prior  to  the  filing  of a
post-effective  amendment which indicates that all securities  registered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities

         Not Applicable

Item 5.  Interests of Named Experts and Counsel

         Martin E. Schloss, who is the Vice President and General Counsel of the
Registrant,  has acted as  counsel to the  Registrant  in  connection  with this
Registration  Statement  and has  given an  opinion  as to the  legality  of the
securities being registered hereby.

Item 6.  Indemnification of Directors and Officers

         The Delaware  General  Corporation  Law (the  "DGCL"),  at Section 145,
provides, in pertinent part, that a corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the corporation),  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the corporation or is or was serving  another  corporation,  partnership,  joint
venture, trust or other enterprise,  at the request of the corporation,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement,  actually and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or  not  opposed  to  the  best  interest  of the
corporation  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was  unlawful.  Lack of good faith,  or
lack of a reasonable belief that one's actions are in or not opposed to the best
interest  of the  corporation,  or  with  respect  to  any  criminal  action  or
proceeding,  lack of  reasonable  cause to believe one's conduct was unlawful is
not presumed from the termination of any action, suit or proceeding by judgment,
order,  settlement,  conviction,  or nolo contendere plea or its equivalent.  In
addition, the indemnification of expenses (including attorneys' fees) is allowed
in derivative  actions,  except no  indemnification is allowed in respect of any
claim,  issue or matter  as to which any such  person  has been  adjudged  to be
liable to the  corporation,  unless and only to the extent the Court of Chancery
or  the  court  in  which  such  action  or  suit  was  brought   decides   that
indemnification  is proper.  To the extent that any such person  succeeds on the
merits or otherwise in defense of any of the above described actions

                                   Page 2 of 7
or proceedings,  he shall be indemnified against expenses (including  attorneys'
fees).  The  determination  that the person to be indemnified met the applicable
standard of conduct,  if not made by a court,  is made by the Board of Directors
of the  corporation  by a majority vote of a quorum  consisting of directors not
party to such an action, suit or proceeding or, if a quorum is not obtainable or
a  disinterested  quorum so directs,  by independent  legal counsel in a written
opinion or by the stockholders. Expenses may be paid in advance upon the receipt
of undertakings to repay. A corporation may purchase indemnity insurance.

         The Certificate of Incorporation of the Registrant, provides at Article
Ninth that no director of the  Registrant  shall be liable to the  Registrant or
its  stockholders  for  monetary  damages  for breach of  fiduciary  duty to the
fullest extent allowed by Delaware law. The Registrant's  By-laws at Article VII
provide that the Registrant  shall indemnify all allowed persons for liabilities
and expenses to the fullest extent allowed by Delaware law.

         Article  Ninth  eliminates  the  personal  liability of  directors,  as
directors (but not as officers),  to the Registrant and its stockholders  unless
one of the statutorily  required exceptions (breach of the duty of loyalty,  bad
faith,  etc.)  applies.  As a result,  directors are not liable even for grossly
negligent actions or omissions,  including grossly negligent decisions involving
control of the Registrant,  in the absence of breach of the duty of loyalty, bad
faith,  improper personal benefit or another statutory exception.  Article Ninth
does not limit or eliminate  the liability of a director for any act or omission
occurring prior to June 15, 1997, when Article Ninth became effective.  Also, it
does not affect a director's  liability to third parties, nor the liability of a
director  to  the  Registrant  or  its  stockholders   arising  from  any  legal
requirement  (such as the federal  securities  laws) other than the duty of care
imposed by Delaware law.

         The Board of Directors of the Registrant passed a resolution,  dated as
of June 26, 1995,  authorizing and directing the Registrant,  prior to the final
disposition of the action entitled IN RE AUTOTOTE SECURITIES LITIGATION,  in the
United States  District  Court for the District of Delaware (the  "Action"),  to
indemnify  certain of the  present  and former  officers  and  directors  of the
Registrant (each, an "Individual Defendant"),  who have been named as defendants
in the Action, against and reimburse each Individual Defendant for, all expenses
(including  reasonable attorneys' fees) actually and reasonably incurred by such
Individual Defendants in connection with the Action.

Item 7.  Exemption from Legislation Claimed

         Not Applicable

Item 8.  Exhibits.

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

         10.1     1997 Incentive Compensation Plan.

         10.2     Form of Option Agreement.

         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.

Item 9.  Undertakings

A.       Post-Effective Amendments

         The Registrant hereby undertakes:

                                   Page 3 of 7
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect  in the  prospectus  any facts or events  arising
after the  effective  date of this  Registration  Statement  (or the most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

               (iii) To include any  material  information  with  respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any  material  change  to  such  information  in  this  Registration  Statement;
PROVIDED,  HOWEVER,  that subparagraphs (i) and (ii) above will not apply if the
information  required  to be  included in a  post-effective  amendment  by those
subparagraphs  is contained in periodic  reports  filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference in this Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

         (3) To remove from registration by means of a post-effective amendment,
any of the securities being registered which remain unsold at the termination of
the offering.

B.   Subsequent Documents Incorporated by Reference

         The Registrant  hereby undertakes that, for purposes of determining any
liability  under the  Securities  Act,  each filing of the  Registrant's  annual
report  pursuant to Section 13(a) or 15(d) of the 1934 Act that is  incorporated
by  reference  in  this  Registration  Statement  shall  be  deemed  to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

C.   Claims for Indemnification

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the SEC such  indemnification is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   Page 4 of 7
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 5 of 7
/s/ Sir Brian Wolfson   Director                        January 27, 1998
---------------------
    Sir Brian Wolfson

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

                                   Page 6 of 7
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.

10.1     1997 Incentive Compensation Plan.

10.2     Form of Option Agreement.

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 7 of 7