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

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

                        VIDEO LOTTERY TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

Delaware                                                            81-0470853
(State or other jurisdiction of                                I.R.S. Employer
incorporation or organization)                             Identification No.)

2311 South 7th Avenue
Bozeman, MT                                                              59715
(Address of principal executive offices)                            (Zip Code)

                                 (406) 585-6600
              (Registrant's telephone number, including area code)

       VIDEO LOTTERY TECHNOLOGIES, INC. 1991 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

Richard M. Haddrill                                    Copy to:
President, Treasurer and
Chief Financial Officer                                Michael Rosenzweig
Video Lottery Technologies, Inc.                       Rogers & Hardin
2311 South 7th Avenue                                  2700 International Tower
Bozeman, MT 59715                                      229 Peachtree Street NE
(Name and Address of agent for service)                Atlanta, GA 30303

(406) 585-6600
(Telephone number, including area code, or agent for service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

-----------------------------------------------------------------------------------------------

                                     Proposed maximum  Proposed maximum
Title of Securities   Amount to be   offering price    aggregate offering   Amount of
to be registered      registered     per share(1)      price(1)             Registration Fee

-----------------------------------------------------------------------------------------------
<S>                  <C>             <C>               <C>                  <C>

Common Stock
($.01 par value)     97,283(2)       *                 *                    $138.26

-----------------------------------------------------------------------------------------------
</TABLE>

(1)  Pursuant to Rule 457(c),  the  registration  fee for the 97,283  additional
     shares  issuable  pursuant  to the Plan is based  upon a price of $4.69 per
     share,  the average of the high and low sales price for the common stock on
     April 7, 1997.

(2)  The Prospectus  that is a part of this  Registration  Statement also covers
     200,000 shares registered pursuant to a registration  statement on Form S-8
     that became effective on July 29, 1991.

This Registration  Statement shall become effective immediately upon filing with
the Securities and Exchange Commission.

                    THIS REPORT INCLUDES A TOTAL OF 26 PAGES.

                                        1

<PAGE>



                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
have  been or  will be sent or  given  to  participants  in the  Employee  Stock
Purchase Plan as specified by Rule  428(b)(1)  under the Securities Act of 1933,
as amended (the "Securities Act").

                                    Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     This  registration  statement  is  filed  for the  purpose  of  registering
additional  shares of common  stock for offer and sale  under the Video  Lottery
Technologies,  Inc. 1991  Employee  Stock  Purchase  Plan and for  incorporating
certain  amendments to the Plan. A registration  statement on Form S-8 (File No.
33-41946)  is already  effective.  Except to the extent that  exhibits are filed
herewith,  the  contents  of Video  Lottery  Technologies,  Inc.'s  registration
statement on Form S-8 (File No. 33-41946) is hereby incorporated by reference.

Item 3.     Incorporation of Documents by Reference

     The following  documents filed with the Securities and Exchange  Commission
(the  "Commission")  by the  registrant,  Video  Lottery  Technologies,  Inc., a
Delaware corporation (the "Company"), pursuant to the Securities Exchange Act of
1934,  as amended (the  "Exchange  Act") are  incorporated  by reference in this
registration statement:

          (a) The  Company's  Registration  Statement  on Form 8-A,  as declared
effective  on June 3, 1991 and filed  pursuant to Section  12(g) of the Exchange
Act (File No. 01-19322), including any amendment or report filed for the purpose
of updating such information (the "Form 8-A");

          (b) All other  reports  filed by the Company  under  Section  13(a) or
15(d) of the Exchange Act since the end of the most recent fiscal year; and

          (c) The description of the Company's common stock included in the Form
8-A.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration  Statement
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  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  respective  dates of
filing of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  registration  statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modified or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  registration
statement.

Item 4.     Description of Securities

            Not required.



                                        2

<PAGE>



Item 5.     Interests of Named Experts

            None

Item 6.     Indemnification of Directors and Officers

          Section  145 of the  Delaware  General  Corporation  Law (the  "DGCL")
provides,  in summary, that the directors and officers of the Company may, under
certain  circumstances,  be  indemnified  by the Company  against  all  expenses
incurred by or imposed upon them as such directors and officers, or as directors
or officers of any other organization at the request of the Company, if they act
in good faith and in a manner they reasonably believe to be in or not opposed to
the best  interests of the Company,  and with respect to any criminal  action or
proceeding,  have no  reasonable  cause to believe  their  conduct was unlawful,
except that no indemnification  shall be made against expenses in respect of any
claim, issue or matter as to which they shall have been adjudged to be liable to
the Company unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the  circumstances  of the case, they are fairly
and  reasonably  entitled to indemnity for such expenses  which such court shall
deem proper.  Section 145 of the DGCL also provides that  directors and officers
of the Company are entitled to such indemnification by the Company to the extent
that such persons are  successful  on the merits or  otherwise in defending  any
such  action,  suit  or  proceeding.   The  Company's  Bylaws  provide  for  the
indemnification  by the Company of officers and directors to the fullest  extent
permitted by Section 145 of the DGCL.

     The  Company  has  entered  into or  intends to enter  into  agreements  to
indemnify its directors and officers in addition to the indemnification provided
for in the Bylaws. These agreements, among other things, indemnify the Company's
directors  and  officers  for  certain  expenses  (including  attorneys'  fees),
judgments, fines and settlement amounts incurred by such person in any action by
or in the right of the Company,  on account of services as a director or officer
of the Company or as a director or officer of any subsidiary of the Company,  or
as a director  of any other  company  or  enterprise  that the  person  provides
services  to at the request of the  Company.  The  Company  believes  that these
provisions and agreements are necessary to attract and retain qualified  persons
as directors and officers.

     The Company has  obtained,  at its  expense,  liability  insurance  for its
directors  and  officers.  The  insurance  covers  certain  liabilities  of  the
Company's  directors and officers arising out of actions taken in their official
capacities, subject to certain exclusions. As of the date hereof coverage limits
of the liability insurance were an aggregate of $5 million.


Item 7.     Exemption from Registration Claimed.

            Not applicable.

Item 8.     Exhibits

4.1         Certificate of Incorporation

4.2         Bylaws

5.0         Opinion of Rogers & Hardin with respect to legality

23.1        Consent of KPMG Peat Marwick LLP

23.2        Consent of Rogers & Hardin (included in legal opinion)

                                        3

<PAGE>



Item 9.     Undertakings.

            The Company hereby undertakes:

          (a) To file,  during  any  period  in which  offers or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

          (b) That,  for the  purpose of  determining  any  liability  under the
Securities Act, each  post-effective  amendment to 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) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
this offering.

          (d)  That,  for  purposes  of  determining  any  liability  under  the
Securities  Act, each filing of the Company's  annual report pursuant to Section
13(a) or 15(d) of the  Exchange  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.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers and controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   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 payment by the Company of expenses incurred
or paid by a  director,  officer  or  controlling  person of the  Company 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 Company  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.


                                   SIGNATURES

     Pursuant to the  Requirements of the Securities Act, the Company  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 the City
of Bozeman, State of Montana, on April 8, 1997.

                               VIDEO LOTTERY TECHNOLOGIES, INC.



                               By:/s/ Richard M. Haddrill
                                  ---------------------------------------------
                                  Richard M. Haddrill, President, Treasurer and
                                  Chief Financial Officer



                                        4

<PAGE>



     Pursuant to the  requirements  of the  Securities  Act , this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated:

<TABLE>
<CAPTION>

Signature                 Title                               Date

<S>                       <C>                                 <C>

/s/ Richard M. Haddrill   President, Treasurer and Chief      4/8/97
------------------------
Richard M. Haddrill       Financial Officer
                          (Principal Executive Officer and
                          Principal Financial Officer)

/s/ Richard M. Burt       Chairman and Director               4/8/97
------------------------
Richard M. Burt


/s/ James J. Davey        Vice Chairman and Director          4/8/97
------------------------
James J. Davey


/s/ Patricia Becker       Director                            4/8/97
------------------------
Patricia Becker


/s/ John Hardesty         Director                            4/8/97
------------------------
John Hardesty


</TABLE>


                                        5
[{"type": "S-8", "sequence": "1", "description": "S-8.WPD", "secsgml_size_bytes": 14232}]
{"company-data": {"conformed-name": "VIDEO LOTTERY TECHNOLOGIES INC/DE", "cik": "0000875459", "assigned-sic": "3578", "irs-number": "810470853", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24797", "film-number": "97576906"}, "business-address": {"street1": "2311 SOUTH 7TH AVENUE", "city": "BOZEMAN", "state": "MT", "zip": "59715", "phone": "7074811800"}, "mail-address": {"street1": "2311 SOUTH 7TH AVENUE", "city": "BOZEMAN", "state": "MT", "zip": "59715"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                              ---------------------

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

                        VIDEO LOTTERY TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

Delaware                                                            81-0470853
(State or other jurisdiction of                                I.R.S. Employer
incorporation or organization)                             Identification No.)

2311 South 7th Avenue
Bozeman, MT                                                              59715
(Address of principal executive offices)                            (Zip Code)

                                 (406) 585-6600
              (Registrant's telephone number, including area code)

       VIDEO LOTTERY TECHNOLOGIES, INC. 1991 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

Richard M. Haddrill                                    Copy to:
President, Treasurer and
Chief Financial Officer                                Michael Rosenzweig
Video Lottery Technologies, Inc.                       Rogers & Hardin
2311 South 7th Avenue                                  2700 International Tower
Bozeman, MT 59715                                      229 Peachtree Street NE
(Name and Address of agent for service)                Atlanta, GA 30303

(406) 585-6600
(Telephone number, including area code, or agent for service)
CALCULATION OF REGISTRATION FEE

-----------------------------------------------------------------------------------------------

                                     Proposed maximum  Proposed maximum
Title of Securities   Amount to be   offering price    aggregate offering   Amount of
to be registered      registered     per share(1)      price(1)             Registration Fee

-----------------------------------------------------------------------------------------------
Common Stock
($.01 par value)     97,283(2)       *                 *                    $138.26

-----------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 457(c),  the  registration  fee for the 97,283  additional
     shares  issuable  pursuant  to the Plan is based  upon a price of $4.69 per
     share,  the average of the high and low sales price for the common stock on
     April 7, 1997.

(2)  The Prospectus  that is a part of this  Registration  Statement also covers
     200,000 shares registered pursuant to a registration  statement on Form S-8
     that became effective on July 29, 1991.

This Registration  Statement shall become effective immediately upon filing with
the Securities and Exchange Commission.

                    THIS REPORT INCLUDES A TOTAL OF 26 PAGES.

                                        1
Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
have  been or  will be sent or  given  to  participants  in the  Employee  Stock
Purchase Plan as specified by Rule  428(b)(1)  under the Securities Act of 1933,
as amended (the "Securities Act").

                                    Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     This  registration  statement  is  filed  for the  purpose  of  registering
additional  shares of common  stock for offer and sale  under the Video  Lottery
Technologies,  Inc. 1991  Employee  Stock  Purchase  Plan and for  incorporating
certain  amendments to the Plan. A registration  statement on Form S-8 (File No.
33-41946)  is already  effective.  Except to the extent that  exhibits are filed
herewith,  the  contents  of Video  Lottery  Technologies,  Inc.'s  registration
statement on Form S-8 (File No. 33-41946) is hereby incorporated by reference.

Item 3.     Incorporation of Documents by Reference

     The following  documents filed with the Securities and Exchange  Commission
(the  "Commission")  by the  registrant,  Video  Lottery  Technologies,  Inc., a
Delaware corporation (the "Company"), pursuant to the Securities Exchange Act of
1934,  as amended (the  "Exchange  Act") are  incorporated  by reference in this
registration statement:

          (a) The  Company's  Registration  Statement  on Form 8-A,  as declared
effective  on June 3, 1991 and filed  pursuant to Section  12(g) of the Exchange
Act (File No. 01-19322), including any amendment or report filed for the purpose
of updating such information (the "Form 8-A");

          (b) All other  reports  filed by the Company  under  Section  13(a) or
15(d) of the Exchange Act since the end of the most recent fiscal year; and

          (c) The description of the Company's common stock included in the Form
8-A.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration  Statement
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered  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  respective  dates of
filing of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  registration  statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modified or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  registration
statement.

Item 4.     Description of Securities

            Not required.

                                        2
Item 5.     Interests of Named Experts

            None

Item 6.     Indemnification of Directors and Officers

          Section  145 of the  Delaware  General  Corporation  Law (the  "DGCL")
provides,  in summary, that the directors and officers of the Company may, under
certain  circumstances,  be  indemnified  by the Company  against  all  expenses
incurred by or imposed upon them as such directors and officers, or as directors
or officers of any other organization at the request of the Company, if they act
in good faith and in a manner they reasonably believe to be in or not opposed to
the best  interests of the Company,  and with respect to any criminal  action or
proceeding,  have no  reasonable  cause to believe  their  conduct was unlawful,
except that no indemnification  shall be made against expenses in respect of any
claim, issue or matter as to which they shall have been adjudged to be liable to
the Company unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the  circumstances  of the case, they are fairly
and  reasonably  entitled to indemnity for such expenses  which such court shall
deem proper.  Section 145 of the DGCL also provides that  directors and officers
of the Company are entitled to such indemnification by the Company to the extent
that such persons are  successful  on the merits or  otherwise in defending  any
such  action,  suit  or  proceeding.   The  Company's  Bylaws  provide  for  the
indemnification  by the Company of officers and directors to the fullest  extent
permitted by Section 145 of the DGCL.

     The  Company  has  entered  into or  intends to enter  into  agreements  to
indemnify its directors and officers in addition to the indemnification provided
for in the Bylaws. These agreements, among other things, indemnify the Company's
directors  and  officers  for  certain  expenses  (including  attorneys'  fees),
judgments, fines and settlement amounts incurred by such person in any action by
or in the right of the Company,  on account of services as a director or officer
of the Company or as a director or officer of any subsidiary of the Company,  or
as a director  of any other  company  or  enterprise  that the  person  provides
services  to at the request of the  Company.  The  Company  believes  that these
provisions and agreements are necessary to attract and retain qualified  persons
as directors and officers.

     The Company has  obtained,  at its  expense,  liability  insurance  for its
directors  and  officers.  The  insurance  covers  certain  liabilities  of  the
Company's  directors and officers arising out of actions taken in their official
capacities, subject to certain exclusions. As of the date hereof coverage limits
of the liability insurance were an aggregate of $5 million.

Item 7.     Exemption from Registration Claimed.

            Not applicable.

Item 8.     Exhibits

4.1         Certificate of Incorporation

4.2         Bylaws

5.0         Opinion of Rogers & Hardin with respect to legality

23.1        Consent of KPMG Peat Marwick LLP

23.2        Consent of Rogers & Hardin (included in legal opinion)

                                        3
Item 9.     Undertakings.

            The Company hereby undertakes:

          (a) To file,  during  any  period  in which  offers or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement.

          (b) That,  for the  purpose of  determining  any  liability  under the
Securities Act, each  post-effective  amendment to 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) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
this offering.

          (d)  That,  for  purposes  of  determining  any  liability  under  the
Securities  Act, each filing of the Company's  annual report pursuant to Section
13(a) or 15(d) of the  Exchange  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.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers and controlling  persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   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 payment by the Company of expenses incurred
or paid by a  director,  officer  or  controlling  person of the  Company 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 Company  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.

                                   SIGNATURES

     Pursuant to the  Requirements of the Securities Act, the Company  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 the City
of Bozeman, State of Montana, on April 8, 1997.

                               VIDEO LOTTERY TECHNOLOGIES, INC.

                               By:/s/ Richard M. Haddrill
                                  ---------------------------------------------
                                  Richard M. Haddrill, President, Treasurer and
                                  Chief Financial Officer

                                        4
Pursuant to the  requirements  of the  Securities  Act , this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated:
Signature                 Title                               Date
/s/ Richard M. Haddrill   President, Treasurer and Chief      4/8/97
------------------------
Richard M. Haddrill       Financial Officer
                          (Principal Executive Officer and
                          Principal Financial Officer)

/s/ Richard M. Burt       Chairman and Director               4/8/97
------------------------
Richard M. Burt

/s/ James J. Davey        Vice Chairman and Director          4/8/97
------------------------
James J. Davey

/s/ Patricia Becker       Director                            4/8/97
------------------------
Patricia Becker

/s/ John Hardesty         Director                            4/8/97
------------------------
John Hardesty
5