UNITED STATES 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           (I.R.S. Employer Identification No.)
 of incorporation or organization)

           55 Technology Way
           West Greenwich, RI                            02817
  ------------------------------------                -----------
(Address of Principal Executive offices)               (Zip Code)


          GTECH Holdings Corporation 2004 Employee Stock Purchase 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>
----------------------    ---------------------    ---------------------    -------------------------    -------------------
Title of Securities       Amount to be             Proposed maximum         Proposed maximum             Amount of
to be registered          registered (1)           offering price per       aggregate offering           registration fee
                                                   share (2)                price (2)
----------------------    ---------------------    ---------------------    -------------------------    -------------------

<S>           <C>         <C>                      <C>                      <C>                          <C>
Common Stock, $.01        650,000 shares           $25.41                   $16,516,500                  $2,092.64
par value per share
</TABLE>


(1)      Represents  650,000 shares under the 2004 Employee Stock Purchase 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 2004 Employee Stock
         Purchase  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
         December 3, 2004.



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

                                  INTRODUCTION

         This  Registration  Statement  on Form S-8 is  filed by GTECH  Holdings
Corporation, a Delaware corporation (the "Company" or Registrant"),  relating to
650,000  shares of its  common  stock,  $0.01 par value per share  (the  "Common
Stock"),  issuable to eligible persons under the GTECH Holdings Corporation 2004
Employee Stock Purchase 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 May 12, 2004;

(2)      The Registrant's  Quarterly Reports on Form 10-Q for the fiscal quarter
         ended May 29, 2004 filed with the  Commission on July 2, 2004,  and for
         the fiscal  quarter ended August 28, 2004 filed with the  Commission on
         October 6, 2004, and Amendment No. 1 to Quarterly Report for the fiscal
         quarter ended August 28, 2004 filed with the Commission on November 15,
         2004;

(3)      The Registrant's Current Reports on Form 8-K, filed with the Commission
         on April  15,  2004,  June  22,  2004,  July 1,  2004,  July 29,  2004,
         September 21, 2004, October 29, 2004,  November 16, 2004,  November 17,
         2004, and November 22, 2004; 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  2004 Employee  Stock  Purchase Plan
               (incorporated by reference to Registrant's  Proxy Statement filed
               on June 25, 2004.)

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

23.1           Consent  of Ernst & Young,  LLP  (Independent  Registered  Public
               Accounting Firm)

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) 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 December 8,
2004.

                                 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>
/s/ W. Bruce Turner                  President and Chief Executive           December 8, 2004
---------------------------------    Officer and Director
    W. Bruce Turner


/s/ Jaymin B. Patel                  Senior Vice President and               December 8, 2004
---------------------------------    Chief Financial Officer
    Jaymin B. Patel



/s/ Robert J. Plourde                Vice President and Corporate            December 8, 2004
---------------------------------    Controller (Principal Accounting
    Robert J. Plourde                Officer)



/s/ Robert M. Dewey, Jr.             Chairman of the Board and Director      December 8, 2004
---------------------------------
    Robert M. Dewey, Jr.


/s/ Christine M. Cournoyer           Director                                December 8, 2004
---------------------------------
    Christine M. Cournoyer


/s/ Burnett W. Donoho                Director                                December 8, 2004
---------------------------------
    Burnett W. Donoho


/s/ Sir Jeremy Hanley                Director                                December 8, 2004
---------------------------------
    The Rt. Hon. Sir Jeremy
    Hanley, KCMG


/s/ Philip R. Lochner, Jr.           Director                                December 8, 200
---------------------------------
    Philip R. Lochner, Jr. 4


/s/ James F. McCann                  Director                                December 8, 2004
---------------------------------
    James F. McCann


/s/ Anthony Ruys                     Director                                December 8, 2004
---------------------------------
    Anthony Ruys

</TABLE>





<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 Registered Public
                     Accounting Firm)

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": 22940}]
{"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": "333-121075", "film-number": "041190782"}, "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"}}
UNITED STATES 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           (I.R.S. Employer Identification No.)
 of incorporation or organization)

           55 Technology Way
           West Greenwich, RI                            02817
  ------------------------------------                -----------
(Address of Principal Executive offices)               (Zip Code)

          GTECH Holdings Corporation 2004 Employee Stock Purchase 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
                         -------------------------------
----------------------    ---------------------    ---------------------    -------------------------    -------------------
Title of Securities       Amount to be             Proposed maximum         Proposed maximum             Amount of
to be registered          registered (1)           offering price per       aggregate offering           registration fee
                                                   share (2)                price (2)
----------------------    ---------------------    ---------------------    -------------------------    -------------------
Common Stock, $.01        650,000 shares           $25.41                   $16,516,500                  $2,092.64
par value per share
(1)      Represents  650,000 shares under the 2004 Employee Stock Purchase 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 2004 Employee Stock
         Purchase  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
         December 3, 2004.

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

                                  INTRODUCTION

         This  Registration  Statement  on Form S-8 is  filed by GTECH  Holdings
Corporation, a Delaware corporation (the "Company" or Registrant"),  relating to
650,000  shares of its  common  stock,  $0.01 par value per share  (the  "Common
Stock"),  issuable to eligible persons under the GTECH Holdings Corporation 2004
Employee Stock Purchase 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 May 12, 2004;

(2)      The Registrant's  Quarterly Reports on Form 10-Q for the fiscal quarter
         ended May 29, 2004 filed with the  Commission on July 2, 2004,  and for
         the fiscal  quarter ended August 28, 2004 filed with the  Commission on
         October 6, 2004, and Amendment No. 1 to Quarterly Report for the fiscal
         quarter ended August 28, 2004 filed with the Commission on November 15,
         2004;

(3)      The Registrant's Current Reports on Form 8-K, filed with the Commission
         on April  15,  2004,  June  22,  2004,  July 1,  2004,  July 29,  2004,
         September 21, 2004, October 29, 2004,  November 16, 2004,  November 17,
         2004, and November 22, 2004; 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  2004 Employee  Stock  Purchase Plan
               (incorporated by reference to Registrant's  Proxy Statement filed
               on June 25, 2004.)

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

23.1           Consent  of Ernst & Young,  LLP  (Independent  Registered  Public
               Accounting Firm)

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) 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 December 8,
2004.

                                 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           December 8, 2004
---------------------------------    Officer and Director
    W. Bruce Turner

/s/ Jaymin B. Patel                  Senior Vice President and               December 8, 2004
---------------------------------    Chief Financial Officer
    Jaymin B. Patel

/s/ Robert J. Plourde                Vice President and Corporate            December 8, 2004
---------------------------------    Controller (Principal Accounting
    Robert J. Plourde                Officer)

/s/ Robert M. Dewey, Jr.             Chairman of the Board and Director      December 8, 2004
---------------------------------
    Robert M. Dewey, Jr.

/s/ Christine M. Cournoyer           Director                                December 8, 2004
---------------------------------
    Christine M. Cournoyer

/s/ Burnett W. Donoho                Director                                December 8, 2004
---------------------------------
    Burnett W. Donoho

/s/ Sir Jeremy Hanley                Director                                December 8, 2004
---------------------------------
    The Rt. Hon. Sir Jeremy
    Hanley, KCMG

/s/ Philip R. Lochner, Jr.           Director                                December 8, 200
---------------------------------
    Philip R. Lochner, Jr. 4

/s/ James F. McCann                  Director                                December 8, 2004
---------------------------------
    James F. McCann

/s/ Anthony Ruys                     Director                                December 8, 2004
---------------------------------
    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 Registered Public
                     Accounting Firm)

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

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