Registration Statement No. 333-




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
  -----------------------------------------------------------------------------
                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           GTECH HOLDINGS CORPORATION
           ----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Delaware                                      05-0450121
 ---------------------------------         -------------------------------------
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)

         55 Technology Way
         West Greenwich, RI                 02817
------------------------------------       -----------
(Address of registrant's principal         (Zip Code)
   executive offices)


            GTECH Holdings Corporation 2002 Omnibus Stock Option and
                            Long-Term Incentive Plan
    ------------------------------------------------------------------------
                            (Full title of the plan)

                            Marc A. Crisafulli, Esq.
                    Senior Vice President and General Counsel
                           GTECH Holdings Corporation
                             55 Technology Way 02817
              -----------------------------------------------------
                     (Name and address of agent for service)

                                 with a copy to:

                            Brendan J. Radigan, Esq.
                              Edwards & Angell, LLP
                              2800 Financial Plaza
                              Providence, RI 02903


<PAGE>


                         CALCULATION OF REGISTRATION FEE
                ---------------------------------------------------

<TABLE>
<CAPTION>
----------------------     ----------------------   -----------------------  -----------------------  -----------------
                                                    Proposed Maximum         Proposed Maximum
Title of Securities to     Amount to be             Offering Price per       Aggregate Offering       Amount of
be Registered              Registered (1)           Share (2)                Price (2)                Registration Fee
----------------------     ----------------------   -----------------------  -----------------------  -----------------
<C>                        <C>                      <C>                      <C>                      <C>
Common Stock,
$.01 par value per share   4,000,000 shares         $38.60                   $154,400,000             $12,491
----------------------     ----------------------   ----------------------   -----------------------  ---------------
</TABLE>


(1)      Represents  4,000,000  shares under the 2002 Omnibus  Stock Option Plan
         and  Long-Term  Incentive  Plan.  Pursuant  to Rule  416(a)  under  the
         Securities  Act of 1933,  this  Registration  Statement  also covers an
         indeterminate  amount of additional shares as may become issuable under
         the  2002  Omnibus  Stock  Option  and  Long-Term   Incentive  Plan  in
         connection with share splits, share dividends or similar transactions.

(2)      These figures are estimates  made solely for the purpose of calculating
         the  registration  fee pursuant to Rule 457 under the Securities Act of
         1933,  as  amended.   The  registration  fee  has  been  calculated  in
         accordance  with Rule 457(h) based upon the average of the high and low
         prices for shares of the  Registrant on the New York Stock  Exchange on
         August 11, 2003.


--------------------------------------------------------------------------------
                                  INTRODUCTION

         This  Registration  Statement  on Form S-8 is  filed by GTECH  Holdings
Corporation, a Delaware corporation (the "Company" or Registrant"),  relating to
4,000,000  shares of its common  stock,  $0.01 par value per share (the  "Common
Stock"),  issuable to eligible persons under the GTECH Holdings Corporation 2002
Omnibus Stock Option and Long-Term Incentive Plan.

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


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS



Item 1.  Plan Information.

         Not filed as part of this  Registration  Statement  pursuant to Note to
Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not filed as part of this  Registration  Statement  pursuant to Note to
Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  Incorporation of Documents by Reference.

         The  following  documents,  which the  Registrant  has  filed  with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"), are incorporated in this Registration
Statement by reference:

(1)      The  Registrant's  Annual Report on Form 10-K filed with the Commission
         on April 25,  2003,  and  Amendment  No. 1 to the  Registrant's  Annual
         Report on Form 10-K/A filed with the  Commission on June 25, 2003,  for
         the fiscal year ended February 22, 2003;

(2)      The  Registrant's  Quarterly Report on Form 10-Q for the fiscal quarter
         ended May 24, 2003 filed with the Commission on July 3, 2003;

(3)      The Registrant's Current Reports on Form 8-K, filed with the Commission
         on February  28, 2003,  March 18,  2003,  April 10, 2003 (as amended by
         Amendment  No.  1 to  Current  Report  on Form  8-K/A  filed  with  the
         Commission on April 21, 2003),  June 18, 2003, June 19, 2003 and August
         11, 2003; and

(4)      The  description  of the  Registrant's  Common  Stock  contained in the
         Registrant's amended  registration  statement on Form S-4/A filed under
         Section  12 of the  Exchange  Act on  August  6,  2003,  including  any
         amendments   or  reports   filed  for  the  purpose  of  updating  such
         description.

         All documents  filed with the Commission by the Registrant  pursuant to
Sections  13, 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
hereto which  indicates  that all  securities  offered  hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  herein by reference and made a part hereof from the date of filing
of such documents.

         Any statement contained in this Registration Statement or 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
modifies 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 applicable.



Item 5.  Interests of Named Experts and Counsel.

        Not applicable.



Item 6.  Indemnification of Directors and Officers.

        Section  102(b)(7) of the Delaware General  Corporation Law (the "DGCL")
enables  a  corporation  in its  original  certificate  of  incorporation  or an
amendment thereto to eliminate or limit the personal  liability of a director to
the  corporation or its  stockholders  for monetary  damages for a breach of the
director's  fiduciary duty,  except (i) for any breach of the director's duty of
loyalty to the corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law,  (iii)  pursuant to Section 174 of the DGCL  (providing  for  liability  of
directors  for  unlawful  payment of dividends  or unlawful  stock  purchases or
redemptions)  or (iv) for any  transaction  from  which a  director  derived  an
improper  personal  benefit.  The Company's  Certificate  of  Incorporation,  as
amended, contains such a limitation on the personal liability of directors.

        Section 145 of the DGCL provides  that a  corporation  may indemnify any
persons, including officers and directors, who were or are, or are threatened to
be made, parties to any threatened,  pending or completed legal action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the  right of such  corporation),  by reason of the fact that
such person was an officer,  director,  employee or agent of such corporation or
is or was serving at the request of such  corporation  as an officer,  director,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise.  The indemnity  may include  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by such person in  connection  with such  action,  suit or  proceeding,
provided such person acted in good faith in a manner he  reasonably  believed to
be in or not opposed to the  corporation's  best  interests  and,  for  criminal
proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware  corporation may indemnify officers and directors in an action by or in
the  right  of the  corporation  under  the  same  conditions,  except  that  no
indemnification  is  permitted  without  judicial  approval  if the  officer  or
director  is  adjudged  to be liable to the  corporation.  Where an  officer  or
director is  successful  on the merits or otherwise in the defense of any action
referred to above,  the corporation must indemnify him against the expenses that
such officer or director actually and reasonably incurred.

        The Company's  Amended and Restated  Bylaws (the "Bylaws")  provide that
the Company shall indemnify, to the full extent permitted under Delaware law and
as more particularly detailed in the Bylaws, 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, by
reason of the fact that he is or was a director  or  officer  of the  Company or
while a director  or officer of the  Company is or was serving at the request of
the Company as a director or officer of another corporation,  partnership, joint
venture,  trust  employee  benefit plan or other  enterprise  (each,  a "Related
Entity"),  provided  however,  that (i) the Company  shall not be  obligated  to
indemnify  an officer or director  with  respect to any Related  Entity  against
expenses   incurred  in  connection   with  an  action,   suit,   proceeding  or
investigation  to which such person does not actually become a party unless such
expenses were incurred with the approval of the Board of Directors,  a committee
thereof, or one of several specified officers of the Company (except, in certain
circumstances,  in respect of expenses  incurred in connection with service,  or
preparation  for service,  as a witness,  which expenses shall be  indemnified),
(ii) the Company shall not be obligated to indemnify  against any amount paid in
settlement  unless the Company has  consented to such  settlement,  and (iii) no
person  shall be  entitled  as a matter  of  right  to  indemnification  against
expenses  incurred  in  connection  with any  action or suit  commenced  by such
person. The Bylaws further provide that any indemnification to be provided to an
officer or director shall be made by the Company only upon a  determination  (to
be made by:  (i) a  majority  vote of the  directors  not party to the  relevant
action, suit or proceeding,  (ii) a committee of such directors  designated by a
majority vote of such directors, (iii) if there are no such directors, of if the
directors so direct, by independent counsel in a written opinion, or (iv) by the
stockholders  entitled to vote thereon) that such  indemnification  is proper in
the  circumstances  because such  individual has met the applicable  standard of
conduct.  Expenses  (including  attorneys' fees and disbursements)  actually and
reasonably  incurred by officers and  directors in defending a civil,  criminal,
administrative,  regulatory or investigative action, suit or proceeding shall be
paid by the  Company in advance of the final  disposition  of such  matter  upon
receipt of an  undertaking  in  writing by or on behalf of such  person to repay
such amount if it is ultimately  determined  that such person is not entitled to
be indemnified by the Company in respect of such expense.

        Certain of the  directors  and  officers  of the  Company are parties to
indemnification  agreements with the Company providing for  indemnification  for
liabilities  (including  legal fees and other  expenses)  incurred  in any legal
proceedings  in  connection  with their  present or past status as  directors or
officers of the Company.

        The Company maintains directors' and officers' liability insurance.

        The Company's 1997 Stock Option Plan, 1998 Non-Employee Directors' Stock
Election Plan,  1999  Non-Employee  Directors'  Stock Option Plan,  2000 Omnibus
Stock Option and  Long-Term  Incentive  Plan,  and 2002 Omnibus Stock Option and
Long-Term Incentive Plan (collectively the "Plans") provide that each person who
is or shall have been a director shall be  indemnified  and held harmless to the
fullest  extent  permissible by Delaware law,  against and from any loss,  cost,
liability  or expense that may be imposed  upon or  reasonably  incurred by such
person in connection  with or resulting  from any action taken or failure to act
under the Plans.



Item 7.  Exemption From Registration Claimed.

         Not applicable.



Item 8.  Exhibits.

Exhibit
Number         Description of Exhibit
----------     ----------------------------

4              GTECH  Holdings   Corporation   2002  Omnibus  Stock  Option  and
               Long-Term   Incentive   Plan   (incorporated   by   reference  to
               Registrant's Proxy Statement filed on June 21, 2002.)

5              Opinion of Edwards & Angell, LLP, counsel to Registrant.

23.1           Consent of Ernst & Young, LLP (independent auditors)

23.2           Consent of Edwards & Angell, LLP (included in Exhibit 5)

24             Power  of  Attorney   (included  on   signature   pages  to  this
               Registration Statement)



Item 9.  Undertakings.

        (a) The Registrant hereby undertakes:

                    (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  paragraphs (i) and (ii) shall not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic  reports  filed by the  Registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  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; and

                    (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) The  Registrant  hereby  further  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 Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  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)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Registrant pursuant to its Bylaws, or otherwise,  the Registrant has been
advised that in the opinion of the 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 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>


                        Signatures and powers of attorney

         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,  hereunto  duly
authorized  in the Town of West  Greenwich,  State of Rhode Island on August 14,
2003.

                                     GTECH HOLDINGS CORPORATION



                                     By  /s/ W. Bruce Turner
                                         -------------------------------------
                                          W. Bruce Turner
                                          President and Chief Executive Officer




         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints W. Bruce Turner and Jaymin B. Patel, or
either of them acting alone, his true and lawful attorney-in-fact and agent with
full power of substitution  and revocation,  for him and in his name,  place and
stead, in any and all  capabilities,  to sign any and all amendments  (including
post-effective  amendments)  to this  Registration  Statement on Form S-8 and to
file the same with all  exhibits  thereto  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  full power and  authority to do and perform each
and every  act and  thing  requisite  and  necessary  to be done as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said  attorneys-in-fact and agents, or his, her or their
substitute  or  substitutes,  may  lawfully  do or  cause  to be done by  virtue
thereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  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/ W. Bruce Turner                      President and Chief Executive          August 8, 2003
---------------------------------        Officer and Director
    W. Bruce Turner


                                                                                August 11, 2003
/s/ Jaymin B. Patel                      Senior Vice President and Chief
-----------------------------------      Financial Officer
    Jaymin B. Patel


/s/ Robert J. Plourde                    Vice President and Corporate           August 8, 2003
-----------------------------------      Controller (Principal Accounting
    Robert J. Plourde                    Officer)



/s/ Robert M. Dewey, Jr.                 Chairman of the Board and Director     August 11, 2003
-------------------------------
    Robert M. Dewey, Jr.


/s/ Christine M. Cournoyer               Director                               August 11, 2003
-----------------------------
    Christine M. Cournoyer


/s/ Burnett W. Donoho                    Director                               August 11, 2003
-------------------------------
    Burnett W. Donoho


/s/ Jeremy Hanley                        Director                               August 11, 2003
-------------------------------
    The Rt. Hon. Sir Jeremy
    Hanley, KCMG


                                         Director                               August ___, 2003
-------------------------------
    Philip R. Lochner, Jr.


/s/ James F McCann                       Director                               August 13, 2003
-------------------------------
    James F. McCann


                                         Director                               August ___, 2003
-------------------------------
    Anthony Ruys

</TABLE>


                                INDEX TO EXHIBITS

Exhibit
Number         Description of Exhibit
----------     ----------------------------

5              Opinion of Edwards & Angell, LLP, counsel to Registrant

23.1           Consent of Ernst & Young LLP (independent auditors)

23.2           Consent of Edwards & Angell, LLP (included in Exhibit 5)

24             Power  of  Attorney   (included  on   signature   pages  to  this
               Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "form_s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 23567}]
{"company-data": {"conformed-name": "GTECH HOLDINGS CORP", "cik": "0000857323", "assigned-sic": "7370", "irs-number": "050450121", "state-of-incorporation": "DE", "fiscal-year-end": "0223"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-108022", "film-number": "03851181"}, "business-address": {"street1": "55 TECNOLOGY WAY", "city": "WEST GREENWICH", "state": "RI", "zip": "02817", "phone": "4013921000"}, "mail-address": {"street1": "55 TECHNOLOGY WAY", "street2": "LEGAL DEPARTMENT", "city": "WEST GREENWICH", "state": "RI", "zip": "02817"}}
Registration Statement No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
  -----------------------------------------------------------------------------
                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           GTECH HOLDINGS CORPORATION
           ----------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Delaware                                      05-0450121
 ---------------------------------         -------------------------------------
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)

         55 Technology Way
         West Greenwich, RI                 02817
------------------------------------       -----------
(Address of registrant's principal         (Zip Code)
   executive offices)

            GTECH Holdings Corporation 2002 Omnibus Stock Option and
                            Long-Term Incentive Plan
    ------------------------------------------------------------------------
                            (Full title of the plan)

                            Marc A. Crisafulli, Esq.
                    Senior Vice President and General Counsel
                           GTECH Holdings Corporation
                             55 Technology Way 02817
              -----------------------------------------------------
                     (Name and address of agent for service)

                                 with a copy to:

                            Brendan J. Radigan, Esq.
                              Edwards & Angell, LLP
                              2800 Financial Plaza
                              Providence, RI 02903
CALCULATION OF REGISTRATION FEE
                ---------------------------------------------------
----------------------     ----------------------   -----------------------  -----------------------  -----------------
                                                    Proposed Maximum         Proposed Maximum
Title of Securities to     Amount to be             Offering Price per       Aggregate Offering       Amount of
be Registered              Registered (1)           Share (2)                Price (2)                Registration Fee
----------------------     ----------------------   -----------------------  -----------------------  -----------------
Common Stock,
$.01 par value per share   4,000,000 shares         $38.60                   $154,400,000             $12,491
----------------------     ----------------------   ----------------------   -----------------------  ---------------
(1)      Represents  4,000,000  shares under the 2002 Omnibus  Stock Option Plan
         and  Long-Term  Incentive  Plan.  Pursuant  to Rule  416(a)  under  the
         Securities  Act of 1933,  this  Registration  Statement  also covers an
         indeterminate  amount of additional shares as may become issuable under
         the  2002  Omnibus  Stock  Option  and  Long-Term   Incentive  Plan  in
         connection with share splits, share dividends or similar transactions.

(2)      These figures are estimates  made solely for the purpose of calculating
         the  registration  fee pursuant to Rule 457 under the Securities Act of
         1933,  as  amended.   The  registration  fee  has  been  calculated  in
         accordance  with Rule 457(h) based upon the average of the high and low
         prices for shares of the  Registrant on the New York Stock  Exchange on
         August 11, 2003.

--------------------------------------------------------------------------------
                                  INTRODUCTION

         This  Registration  Statement  on Form S-8 is  filed by GTECH  Holdings
Corporation, a Delaware corporation (the "Company" or Registrant"),  relating to
4,000,000  shares of its common  stock,  $0.01 par value per share (the  "Common
Stock"),  issuable to eligible persons under the GTECH Holdings Corporation 2002
Omnibus Stock Option and Long-Term Incentive Plan.

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

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not filed as part of this  Registration  Statement  pursuant to Note to
Part I of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not filed as part of this  Registration  Statement  pursuant to Note to
Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents,  which the  Registrant  has  filed  with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"), are incorporated in this Registration
Statement by reference:

(1)      The  Registrant's  Annual Report on Form 10-K filed with the Commission
         on April 25,  2003,  and  Amendment  No. 1 to the  Registrant's  Annual
         Report on Form 10-K/A filed with the  Commission on June 25, 2003,  for
         the fiscal year ended February 22, 2003;

(2)      The  Registrant's  Quarterly Report on Form 10-Q for the fiscal quarter
         ended May 24, 2003 filed with the Commission on July 3, 2003;

(3)      The Registrant's Current Reports on Form 8-K, filed with the Commission
         on February  28, 2003,  March 18,  2003,  April 10, 2003 (as amended by
         Amendment  No.  1 to  Current  Report  on Form  8-K/A  filed  with  the
         Commission on April 21, 2003),  June 18, 2003, June 19, 2003 and August
         11, 2003; and

(4)      The  description  of the  Registrant's  Common  Stock  contained in the
         Registrant's amended  registration  statement on Form S-4/A filed under
         Section  12 of the  Exchange  Act on  August  6,  2003,  including  any
         amendments   or  reports   filed  for  the  purpose  of  updating  such
         description.

         All documents  filed with the Commission by the Registrant  pursuant to
Sections  13, 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
hereto which  indicates  that all  securities  offered  hereby have been sold or
which  deregisters all securities then remaining  unsold,  shall be deemed to be
incorporated  herein by reference and made a part hereof from the date of filing
of such documents.

         Any statement contained in this Registration Statement or 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
modifies 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 applicable.

Item 5.  Interests of Named Experts and Counsel.

        Not applicable.

Item 6.  Indemnification of Directors and Officers.

        Section  102(b)(7) of the Delaware General  Corporation Law (the "DGCL")
enables  a  corporation  in its  original  certificate  of  incorporation  or an
amendment thereto to eliminate or limit the personal  liability of a director to
the  corporation or its  stockholders  for monetary  damages for a breach of the
director's  fiduciary duty,  except (i) for any breach of the director's duty of
loyalty to the corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involve intentional  misconduct or a knowing violation of
law,  (iii)  pursuant to Section 174 of the DGCL  (providing  for  liability  of
directors  for  unlawful  payment of dividends  or unlawful  stock  purchases or
redemptions)  or (iv) for any  transaction  from  which a  director  derived  an
improper  personal  benefit.  The Company's  Certificate  of  Incorporation,  as
amended, contains such a limitation on the personal liability of directors.

        Section 145 of the DGCL provides  that a  corporation  may indemnify any
persons, including officers and directors, who were or are, or are threatened to
be made, parties to any threatened,  pending or completed legal action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the  right of such  corporation),  by reason of the fact that
such person was an officer,  director,  employee or agent of such corporation or
is or was serving at the request of such  corporation  as an officer,  director,
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise.  The indemnity  may include  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by such person in  connection  with such  action,  suit or  proceeding,
provided such person acted in good faith in a manner he  reasonably  believed to
be in or not opposed to the  corporation's  best  interests  and,  for  criminal
proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware  corporation may indemnify officers and directors in an action by or in
the  right  of the  corporation  under  the  same  conditions,  except  that  no
indemnification  is  permitted  without  judicial  approval  if the  officer  or
director  is  adjudged  to be liable to the  corporation.  Where an  officer  or
director is  successful  on the merits or otherwise in the defense of any action
referred to above,  the corporation must indemnify him against the expenses that
such officer or director actually and reasonably incurred.

        The Company's  Amended and Restated  Bylaws (the "Bylaws")  provide that
the Company shall indemnify, to the full extent permitted under Delaware law and
as more particularly detailed in the Bylaws, 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, by
reason of the fact that he is or was a director  or  officer  of the  Company or
while a director  or officer of the  Company is or was serving at the request of
the Company as a director or officer of another corporation,  partnership, joint
venture,  trust  employee  benefit plan or other  enterprise  (each,  a "Related
Entity"),  provided  however,  that (i) the Company  shall not be  obligated  to
indemnify  an officer or director  with  respect to any Related  Entity  against
expenses   incurred  in  connection   with  an  action,   suit,   proceeding  or
investigation  to which such person does not actually become a party unless such
expenses were incurred with the approval of the Board of Directors,  a committee
thereof, or one of several specified officers of the Company (except, in certain
circumstances,  in respect of expenses  incurred in connection with service,  or
preparation  for service,  as a witness,  which expenses shall be  indemnified),
(ii) the Company shall not be obligated to indemnify  against any amount paid in
settlement  unless the Company has  consented to such  settlement,  and (iii) no
person  shall be  entitled  as a matter  of  right  to  indemnification  against
expenses  incurred  in  connection  with any  action or suit  commenced  by such
person. The Bylaws further provide that any indemnification to be provided to an
officer or director shall be made by the Company only upon a  determination  (to
be made by:  (i) a  majority  vote of the  directors  not party to the  relevant
action, suit or proceeding,  (ii) a committee of such directors  designated by a
majority vote of such directors, (iii) if there are no such directors, of if the
directors so direct, by independent counsel in a written opinion, or (iv) by the
stockholders  entitled to vote thereon) that such  indemnification  is proper in
the  circumstances  because such  individual has met the applicable  standard of
conduct.  Expenses  (including  attorneys' fees and disbursements)  actually and
reasonably  incurred by officers and  directors in defending a civil,  criminal,
administrative,  regulatory or investigative action, suit or proceeding shall be
paid by the  Company in advance of the final  disposition  of such  matter  upon
receipt of an  undertaking  in  writing by or on behalf of such  person to repay
such amount if it is ultimately  determined  that such person is not entitled to
be indemnified by the Company in respect of such expense.

        Certain of the  directors  and  officers  of the  Company are parties to
indemnification  agreements with the Company providing for  indemnification  for
liabilities  (including  legal fees and other  expenses)  incurred  in any legal
proceedings  in  connection  with their  present or past status as  directors or
officers of the Company.

        The Company maintains directors' and officers' liability insurance.

        The Company's 1997 Stock Option Plan, 1998 Non-Employee Directors' Stock
Election Plan,  1999  Non-Employee  Directors'  Stock Option Plan,  2000 Omnibus
Stock Option and  Long-Term  Incentive  Plan,  and 2002 Omnibus Stock Option and
Long-Term Incentive Plan (collectively the "Plans") provide that each person who
is or shall have been a director shall be  indemnified  and held harmless to the
fullest  extent  permissible by Delaware law,  against and from any loss,  cost,
liability  or expense that may be imposed  upon or  reasonably  incurred by such
person in connection  with or resulting  from any action taken or failure to act
under the Plans.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit
Number         Description of Exhibit
----------     ----------------------------

4              GTECH  Holdings   Corporation   2002  Omnibus  Stock  Option  and
               Long-Term   Incentive   Plan   (incorporated   by   reference  to
               Registrant's Proxy Statement filed on June 21, 2002.)

5              Opinion of Edwards & Angell, LLP, counsel to Registrant.

23.1           Consent of Ernst & Young, LLP (independent auditors)

23.2           Consent of Edwards & Angell, LLP (included in Exhibit 5)

24             Power  of  Attorney   (included  on   signature   pages  to  this
               Registration Statement)

Item 9.  Undertakings.

        (a) The Registrant hereby undertakes:

                    (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  paragraphs (i) and (ii) shall not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic  reports  filed by the  Registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  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; and

                    (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) The  Registrant  hereby  further  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 Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  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)  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Registrant pursuant to its Bylaws, or otherwise,  the Registrant has been
advised that in the opinion of the 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 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.
Signatures and powers of attorney

         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,  hereunto  duly
authorized  in the Town of West  Greenwich,  State of Rhode Island on August 14,
2003.

                                     GTECH HOLDINGS CORPORATION

                                     By  /s/ W. Bruce Turner
                                         -------------------------------------
                                          W. Bruce Turner
                                          President and Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints W. Bruce Turner and Jaymin B. Patel, or
either of them acting alone, his true and lawful attorney-in-fact and agent with
full power of substitution  and revocation,  for him and in his name,  place and
stead, in any and all  capabilities,  to sign any and all amendments  (including
post-effective  amendments)  to this  Registration  Statement on Form S-8 and to
file the same with all  exhibits  thereto  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  full power and  authority to do and perform each
and every  act and  thing  requisite  and  necessary  to be done as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming all that said  attorneys-in-fact and agents, or his, her or their
substitute  or  substitutes,  may  lawfully  do or  cause  to be done by  virtue
thereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                                 Title                         Date
/s/ W. Bruce Turner                      President and Chief Executive          August 8, 2003
---------------------------------        Officer and Director
    W. Bruce Turner

                                                                                August 11, 2003
/s/ Jaymin B. Patel                      Senior Vice President and Chief
-----------------------------------      Financial Officer
    Jaymin B. Patel

/s/ Robert J. Plourde                    Vice President and Corporate           August 8, 2003
-----------------------------------      Controller (Principal Accounting
    Robert J. Plourde                    Officer)

/s/ Robert M. Dewey, Jr.                 Chairman of the Board and Director     August 11, 2003
-------------------------------
    Robert M. Dewey, Jr.

/s/ Christine M. Cournoyer               Director                               August 11, 2003
-----------------------------
    Christine M. Cournoyer

/s/ Burnett W. Donoho                    Director                               August 11, 2003
-------------------------------
    Burnett W. Donoho

/s/ Jeremy Hanley                        Director                               August 11, 2003
-------------------------------
    The Rt. Hon. Sir Jeremy
    Hanley, KCMG

                                         Director                               August ___, 2003
-------------------------------
    Philip R. Lochner, Jr.

/s/ James F McCann                       Director                               August 13, 2003
-------------------------------
    James F. McCann

                                         Director                               August ___, 2003
-------------------------------
    Anthony Ruys
INDEX TO EXHIBITS

Exhibit
Number         Description of Exhibit
----------     ----------------------------

5              Opinion of Edwards & Angell, LLP, counsel to Registrant

23.1           Consent of Ernst & Young LLP (independent auditors)

23.2           Consent of Edwards & Angell, LLP (included in Exhibit 5)

24             Power  of  Attorney   (included  on   signature   pages  to  this
               Registration Statement)