Registration Statement No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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
            incorporation or organization)           Identification No.)

                                55 Technology Way
                            West Greenwich, RI 02817
                                 (401) 392-1000
                                 --------------
               (Address, including zip code and telephone number,
        including area code, of registrant's principal executive offices)

              GTECH Holdings Corporation 2000 Omnibus Stock Option
                          and Long-Term Incentive Plan

             GTECH Holdings Corporation 1999 Non-Employee Directors'
                                Stock Option Plan
                            (Full title of the plans)

                            Brendan J. Radigan, Esq.
                              Edwards & Angell, LLP
                              2800 Financial Plaza
                              Providence, RI 02903
                                 (401) 274-9200
            (Name, address, including zip code and telephone number,
                   including area code, of agent for service)

                                 with a copy to:
                            Laura N. Wilkinson, Esq.
                              Edwards & Angell, LLP
                              2800 Financial Plaza
                              Providence, RI 02903

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------- ---------------- ------------------- -------------------- ------------
 Title of Securities        Amount to be     Proposed maximum    Proposed maximum    Amount of
  to be Registered        registered (1)     offering price     aggregate offering  registration
                                              per share (2)         price (2)          fee
------------------------- ---------------- ------------------- -------------------- ------------
<S>                       <C>              <C>                 <C>                   <C>
Common Stock,               2,040,000
$.01 par value per share      shares          $26.48              $54,019,200        $13,504.80
------------------------- ---------------- ------------------- -------------------- ------------
</TABLE>

(1)   Represents  1,800,000  shares under the 2000 Omnibus Stock Option Plan and
      Long-Term  Incentive Plan and 240,000  shares under the 1999  Non-Employee
      Directors' Stock Option 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 2000 Omnibus
      Stock  Option  Plan and  Long-Term  Incentive  Plan and 1999  Non-Employee
      Directors'  Stock  Option  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 February 21, 2001.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        (Not required to be filed as part of this Registration Statement)


                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

       The  following   documents,   which  GTECH  Holdings   Corporation   (the
"Registrant"  or the  "Company")  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 for the  fiscal  year
         ended February 26, 2000 filed with the Commission on May 4, 2000.

         2. The  Registrant's  Quarterly  Reports  on Form  10-Q for the  fiscal
         quarters  ended May 27,  2000,  August 26, 2000 and  November 25, 2000,
         respectively,  filed with the  Commission on July 11, 2000,  October 6,
         2000 and January 8, 2001, respectively; and

         3. The  description of the  Registrant's  Common Stock contained in the
         Registrant's  amended  registration  statement on Form  8-A12B/A  filed
         under  Section 12 of the Exchange Act on June 25, 1998,  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  Company  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  provide that the Company
shall indemnify, to the full extent permitted under Delaware law, 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.

          The  directors  and  officers  of the  Company  also  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, the selling shareholders and the underwriters have agreed
to indemnify each other against certain  liabilities  arising in connection with
the  Company's  initial  public  offering  of Common  Stock in July 1992 and its
secondary  offering of Common  Stock in December  1992,  November  1993 and June
1996. The selling  shareholders  include  officers and certain  directors of the
Company,  and the underwriters  include  Donaldson Lufkin & Jenrette  Securities
Corporation ("DLJSC"), which was a major stockholder in the Company. The Company
also has agreed to indemnify DLJ Capital Corporation (an affiliate of DLJSC) and
its  affiliates  against  certain  liabilities  arising in  connection  with the
February  1990  acquisition  of GTECH  Corporation  by the  Company  and various
related financings and refinancings.

          The Company's  1997 Stock Option Plan,  1998  Non-Employee  Directors'
Stock Election Plan,  1999  Non-Employee  Directors'  Stock Option Plan, and the
2000  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
------         ----------------------

4.1            GTECH  Holdings   Corporation   2000  Omnibus  Stock  Option  and
               Long-Term   Incentive   Plan   (incorporated   by   reference  to
               Registrant's Proxy Statement filed pursuant to Rule 424(b) of the
               Securities Act on September 22, 2000.)

4.2            GTECH Holdings  Corporation  1999  Non-Employee  Directors' Stock
               Option Plan  (incorporated  by  reference to  Registrant's  Proxy
               Statement  filed pursuant to Rule 424(b) of the Securities Act on
               July 16, 1999.)

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

23.1           Consent of Ernst & Young LLP (independent auditors)

23.2           Consent of Price Waterhouse (independent auditors)

23.3           Consent of Edwards & Angell (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.

               (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 the  Registrant's  bylaws,  or  otherwise,  the
Registrant  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  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  City  of  West   Greenwich,   State  of  Rhode  Island  on
February 23, 2001.

                                GTECH HOLDINGS CORPORATION


                              By:  /s/ W. Bruce Turner
                                 -----------------------------------------------
                                       W. Bruce Turner
                                       Chairman and acting Chief Executive
                                       Officer


<PAGE>


         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 amendment) 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             Chairman of the Board and
-----------------------------   acting Chief Executive Officer February 23, 2001
W. Bruce Turner


/s/ Jaymin B. Patel             Senior Vice President and      February 23, 2001
-----------------------------   Chief Financial Officer
Jaymin B. Patel


/s/ Robert J. Plourde           Vice President and Corporate   February 23, 2001
-----------------------------   Controller (Principal
Robert J. Plourde               Accounting Officer)


/s/ Robert M. Dewey, Jr.        Director                       February 23, 2001
-----------------------------
Robert M. Dewey, Jr.


/s/ Burnett W. Donoho           Director                       February 23, 2001
-----------------------------
Burnett W. Donoho


/s/ Emmett Paige, Jr.           Director                       February 23, 2001
-----------------------------
Lt. Gen. (Ret.)
Emmett Paige, Jr.


/s/ Rt. Hon. Lord Moor          Director                       February 23, 2001
-----------------------------
The Rt. Hon. Lord Moore
of Lower Marsh, P.C.


/s/ Anthony  Ruys               Director                       February 23, 2001
-----------------------------
Anthony Ruys


                                Director                       -----------------
-----------------------------
Philip R. Lochner, Jr.


<PAGE>



                                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 Price Waterhouse (independent auditors)

23.3           Consent of Edwards & Angell (included in Exhibit 5)

24             Power  of  Attorney   (included  on   signature   pages  to  this
               Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 20893}]
{"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": "333-56106", "film-number": "1553175"}, "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-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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
            incorporation or organization)           Identification No.)

                                55 Technology Way
                            West Greenwich, RI 02817
                                 (401) 392-1000
                                 --------------
               (Address, including zip code and telephone number,
        including area code, of registrant's principal executive offices)

              GTECH Holdings Corporation 2000 Omnibus Stock Option
                          and Long-Term Incentive Plan

             GTECH Holdings Corporation 1999 Non-Employee Directors'
                                Stock Option Plan
                            (Full title of the plans)

                            Brendan J. Radigan, Esq.
                              Edwards & Angell, LLP
                              2800 Financial Plaza
                              Providence, RI 02903
                                 (401) 274-9200
            (Name, address, including zip code and telephone number,
                   including area code, of agent for service)

                                 with a copy to:
                            Laura N. Wilkinson, Esq.
                              Edwards & Angell, LLP
                              2800 Financial Plaza
                              Providence, RI 02903

                         CALCULATION OF REGISTRATION FEE
------------------------- ---------------- ------------------- -------------------- ------------
 Title of Securities        Amount to be     Proposed maximum    Proposed maximum    Amount of
  to be Registered        registered (1)     offering price     aggregate offering  registration
                                              per share (2)         price (2)          fee
------------------------- ---------------- ------------------- -------------------- ------------
Common Stock,               2,040,000
$.01 par value per share      shares          $26.48              $54,019,200        $13,504.80
------------------------- ---------------- ------------------- -------------------- ------------
(1)   Represents  1,800,000  shares under the 2000 Omnibus Stock Option Plan and
      Long-Term  Incentive Plan and 240,000  shares under the 1999  Non-Employee
      Directors' Stock Option 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 2000 Omnibus
      Stock  Option  Plan and  Long-Term  Incentive  Plan and 1999  Non-Employee
      Directors'  Stock  Option  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 February 21, 2001.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        (Not required to be filed as part of this Registration Statement)

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

       The  following   documents,   which  GTECH  Holdings   Corporation   (the
"Registrant"  or the  "Company")  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 for the  fiscal  year
         ended February 26, 2000 filed with the Commission on May 4, 2000.

         2. The  Registrant's  Quarterly  Reports  on Form  10-Q for the  fiscal
         quarters  ended May 27,  2000,  August 26, 2000 and  November 25, 2000,
         respectively,  filed with the  Commission on July 11, 2000,  October 6,
         2000 and January 8, 2001, respectively; and

         3. The  description of the  Registrant's  Common Stock contained in the
         Registrant's  amended  registration  statement on Form  8-A12B/A  filed
         under  Section 12 of the Exchange Act on June 25, 1998,  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  Company  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  provide that the Company
shall indemnify, to the full extent permitted under Delaware law, 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.

          The  directors  and  officers  of the  Company  also  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, the selling shareholders and the underwriters have agreed
to indemnify each other against certain  liabilities  arising in connection with
the  Company's  initial  public  offering  of Common  Stock in July 1992 and its
secondary  offering of Common  Stock in December  1992,  November  1993 and June
1996. The selling  shareholders  include  officers and certain  directors of the
Company,  and the underwriters  include  Donaldson Lufkin & Jenrette  Securities
Corporation ("DLJSC"), which was a major stockholder in the Company. The Company
also has agreed to indemnify DLJ Capital Corporation (an affiliate of DLJSC) and
its  affiliates  against  certain  liabilities  arising in  connection  with the
February  1990  acquisition  of GTECH  Corporation  by the  Company  and various
related financings and refinancings.

          The Company's  1997 Stock Option Plan,  1998  Non-Employee  Directors'
Stock Election Plan,  1999  Non-Employee  Directors'  Stock Option Plan, and the
2000  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
------         ----------------------

4.1            GTECH  Holdings   Corporation   2000  Omnibus  Stock  Option  and
               Long-Term   Incentive   Plan   (incorporated   by   reference  to
               Registrant's Proxy Statement filed pursuant to Rule 424(b) of the
               Securities Act on September 22, 2000.)

4.2            GTECH Holdings  Corporation  1999  Non-Employee  Directors' Stock
               Option Plan  (incorporated  by  reference to  Registrant's  Proxy
               Statement  filed pursuant to Rule 424(b) of the Securities Act on
               July 16, 1999.)

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

23.1           Consent of Ernst & Young LLP (independent auditors)

23.2           Consent of Price Waterhouse (independent auditors)

23.3           Consent of Edwards & Angell (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.

               (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 the  Registrant's  bylaws,  or  otherwise,  the
Registrant  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  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  City  of  West   Greenwich,   State  of  Rhode  Island  on
February 23, 2001.

                                GTECH HOLDINGS CORPORATION

                              By:  /s/ W. Bruce Turner
                                 -----------------------------------------------
                                       W. Bruce Turner
                                       Chairman and acting 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 amendment) 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             Chairman of the Board and
-----------------------------   acting Chief Executive Officer February 23, 2001
W. Bruce Turner

/s/ Jaymin B. Patel             Senior Vice President and      February 23, 2001
-----------------------------   Chief Financial Officer
Jaymin B. Patel

/s/ Robert J. Plourde           Vice President and Corporate   February 23, 2001
-----------------------------   Controller (Principal
Robert J. Plourde               Accounting Officer)

/s/ Robert M. Dewey, Jr.        Director                       February 23, 2001
-----------------------------
Robert M. Dewey, Jr.

/s/ Burnett W. Donoho           Director                       February 23, 2001
-----------------------------
Burnett W. Donoho

/s/ Emmett Paige, Jr.           Director                       February 23, 2001
-----------------------------
Lt. Gen. (Ret.)
Emmett Paige, Jr.

/s/ Rt. Hon. Lord Moor          Director                       February 23, 2001
-----------------------------
The Rt. Hon. Lord Moore
of Lower Marsh, P.C.

/s/ Anthony  Ruys               Director                       February 23, 2001
-----------------------------
Anthony Ruys

                                Director                       -----------------
-----------------------------
Philip R. Lochner, Jr.
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 Price Waterhouse (independent auditors)

23.3           Consent of Edwards & Angell (included in Exhibit 5)

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