As filed with the Securities and Exchange Commission on January 10, 2000
                                                  Registration No. 333-_____
============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                             ___________________

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

                        International Game Technology
           (Exact name of registrant as specified in its charter)
                             ___________________

              Nevada                                88-0173041
 (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)               Identification No.)

                  9295 Prototype Drive, Reno, Nevada 89511
                               (702) 448-7777
        (Address and telephone number of principal executive offices)
                             ___________________

                Barcrest Savings Related Share Option Scheme
                          (Full title of the plan)
                             ___________________

                               Sara Beth Brown
          Vice President, General Counsel and Secretary
                        International Game Technology
                  9295 Prototype Drive, Reno, Nevada 89511
                   (Name and address of agent for service)
                             ___________________

 Telephone number, including area code, of agent for service: (702) 448-7777
                             ___________________

                                  Copy to:
                           Joseph J. Herron, Esq.
                            O'MELVENY & MYERS LLP
                    610 Newport Center Drive, Suite 1700
                      Newport Beach, California  92660
                             ___________________

                      CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                 <C>           <C>           <C>            <C>
                                  Proposed      Proposed
                                  maximum       maximum
Title of            Amount        offering      aggregate      Amount of
securities          to be         price         offering       registration
to be registered    registered    per unit      price          fee
----------------------------------------------------------------------------

Common Stock,       300,000       $20.21875<2>  $6,065,625<2>  $1602<2>
$0.000625 par       shares<1>
value per share
----------------------------------------------------------------------------
<FN>
      <1>  This Registration Statement covers, in
           addition to the number of shares of Common Stock stated
           above, options and other rights to purchase or acquire the
           shares of Common Stock covered by the Prospectus and,
           pursuant to Rule 416(c) under the Securities Act of 1933, as
           amended (the "Securities Act"), an additional indeterminate
           number of shares, options and rights which by reason of
           certain events specified in the Barcrest Savings Related
           Share Option Scheme (the "Plan"), may become subject to the
           Plan.
     <2>   Pursuant to Rule 457(h), the maximum offering
           price, per share and in the aggregate, and the registration fee
           were calculated based upon the average of the high and low prices
           of the Common Stock on January 6, 2000 as reported on the New
           York Stock Exchange and published in The Western Edition of The
           Wall Street Journal.
</FN>
</TABLE>
The Exhibit Index for this Registration Statement is at page 9.
============================================================================
<PAGE>
                             PART I

                   INFORMATION REQUIRED IN THE
                    SECTION 10(a) PROSPECTUS


     The documents containing the information specified in Part
I of Form S-8 (plan information and registrant information) will
be sent or given to employees as specified by Rule 428(b)(1) of
the Securities Act.  Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities
Act.  These documents, which include the statement of
availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement
pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
                                  2
<PAGE>
                             PART II

                   INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference

     The following documents of International Game Technology
(the "Company") filed with the Commission are incorporated
herein by reference:

     (a)  The Company's Annual Report on Form 10-K for its
          fiscal year ended September 30, 1998;

     (b)  The Company's Quarterly Reports on Forms 10-Q for its
          quarterly periods ended January 2, 1999, April 3,
          1999, and July 3, 1999;

     (c)  The Company's Current Reports on Forms 8-K filed with
          the Commission on December 23, 1998, March 12, 1999,
          April 29, 1999, April 30, 1999, July 23, 1999 and
          September 8, 1999; and

     (d)  The description of the Company's Common Stock
          contained in its Registration Statement on Form S-3
          dated April 23, 1991, and any amendment or report
          filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document, all or a
portion of which is 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
such statement so modified or superseded shall not be deemed,
except as so modified or amended, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

     The Company's Common Stock, par value $0.000625 per share
(the "Common Stock"), is registered pursuant to Section 12 of
the Exchange Act, and, therefore, the description of securities
is omitted.

Item 5.  Interests of Named Experts and Counsel

     The validity of the original issuance of the Common Stock
registered hereby is passed on for the Company by Sara Beth
Brown.  Ms. Brown is Vice President, General Counsel and
Secretary of the Company, is compensated as an employee of
the Company, is the holder of restricted shares of the Company's
Common Stock and options to acquire shares of the Company's
Common Stock.

Item 6.  Indemnification of Directors and Officers
                                   3
<PAGE>
     Nevada Revised Statutes ("NRS") Section 78.037(1) allows a
Nevada corporation to provide in its articles of incorporation
for the elimination or limitation of the personal liability of a
director or an officer to the corporation or its stockholders
for damages for breach of fiduciary duty as a director or an
officer.  Any such provision cannot eliminate or limit a
director or an officer's liability (1) for acts or omissions
which involve intentional misconduct, fraud or a knowing
violation of law, and (2) payment of distributions in violation
of Section 78.300 of the NRS.

     Section 78.751 of the NRS allows a Nevada corporation to
indemnify any person who was, or is threatened to be made, a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such
corporation) by reason of the fact that such person is or was an
officer or director of such corporation, or is or was serving at
the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise.  The indemnity
may be against expenses (including attorneys' fees), judgments,
fees and amounts paid in settlement actually and reasonably
incurred by such person in connection with the action, suit or
proceeding, provided that he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any
criminal action or proceeding had no reasonable cause to believe
his or her conduct was unlawful.  A Nevada corporation may
indemnify officers and directors in an action by or in the right
of the corporation to procure a judgment in its favor 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 after exhaustion of all appeals
therefrom.  When 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 or her against the
expenses which he or she actually and reasonably incurred in
connection with the defense.  The indemnification provided is
not deemed to be exclusive of any other rights to which an
officer or director may be entitled under a corporation's
bylaws, by agreement, vote or otherwise, provided that
indemnification will not be allowed if a final adjudication
establishes that the acts and omissions of the director or
officer involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action
(unless indemnification is ordered by a court of competent
jurisdiction).

     In accordance with the NRS, Article V of the Company's
Articles of Incorporation provides that no officer or director
of the Company shall have personal liability to the Company or
any of its stockholders for monetary damages for breach of
fiduciary duty as an officer or director.  This provision does
not eliminate or limit the liability of an officer or director
for (1) any breach of the officer's or director's duty of
loyalty to the Company, (2) acts or omissions not in good faith
which involve intentional misconduct, fraud or a knowing
violation of law, (3) distributions in violation of the NRS or
(4) any transaction from which the officer or director derived
an improper personal benefit.  The provisions of Article V do
not limit or preclude indemnification of an officer or director
by the Company for any liability of the officer or director
which has not been eliminated by the provisions of the Article.
In the event that the law of the State of Nevada is amended
subsequently so as to authorize corporate action further
eliminating or limiting the liability of officers or directors,
the liability of officers or directors shall thereupon be
eliminated or limited to the fullest extent permitted by the
General Corporation Law of the State of Nevada, as amended from
time to time.
                                     4
<PAGE>
     Section 4.10 of the Company's By-Laws provides that the
Company is obligated to provide indemnity to directors and
officers of the Company to the fullest extent permitted by the
laws of the State of Nevada against all costs, charges,
expenses, liabilities and losses reasonably incurred or suffered
by such persons in their capacities as such.  The By-Laws also
provide that the Company may provide indemnification to
employees and agents of the Company, with the same scope and
effect of the foregoing indemnification of directors and
officers.  Under the By-Laws, the right to indemnification and
the payment of expenses incurred in defending a proceeding in
advance of its final disposition shall not be exclusive of any
other right which any person may have or thereafter acquire
under any statute, provisions of the Articles of Incorporation,
By-Laws, agreement, vote of stockholders or disinterested
directors or otherwise.  The By-Laws also provide that any
director, officer, employee or agent of the Company shall be
indemnified against all costs and expenses actually and
reasonably incurred by him as a witness in any action, suit or
proceeding.  The By-Laws further provide that the Board of
Directors may enter into indemnification agreements with any
directors, officers, employees and agents of the Company as it
may designate from time to time, such agreements to provide in
substance the indemnification set forth in the By-Laws.

     The Company has a policy of directors and officers
liability insurance which insures directors and officers against
the cost of defense, settlement or payment of a judgment under
certain circumstances.  In addition, the Company has entered
into indemnification agreements with its directors and officers
which provide that the Company is required to indemnify such
directors and officers, to the maximum extent permitted by the
laws of the State of Nevada.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     See the attached Exhibit Index on page 9.

Item 9.  Undertakings

     (a)  The undersigned 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;

              (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 (a)(1)(i) and
    (a)(1)(ii) do 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
    with or furnished to the Commission
                                    5
<PAGE>
    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 undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.

     (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
provisions described in Item 6 above, 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.
                                   6
<PAGE>
                           SIGNATURES

     Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Reno, State of Nevada, on the 31st day of December, 1999.



                              By: /s/ Sara Beth Brown
                                 -------------------------------
                                 Sara Beth Brown
                                 Vice President, General Counsel,
                                 Secretary and Treasurer

                        POWER OF ATTORNEY

     Each person whose signature appears below constitutes and
appoints Charles N. Mathewson, G. Thomas Baker, and Sara Beth
Brown, or each of them individually, his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the 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 in and about the premises, 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 any of them individually, or
his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

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


     Signature                Title                    Date

/s/ Charles N. Mathewson
---------------------------   Chairman of the Board   December 31, 1999
Charles N. Mathewson          and Chief Executive
                              Officer (Principal
                              Executive Officer)

/s/ Maureen T. Mullarkey
---------------------------   Vice President,         December 31, 1999
Maureen T. Mullarkey          Finance, Treasurer
                              and Chief Financial
                              Officer (Principal
                              Financial and
                              Accounting Officer)

/a/ Albert J. Crosson
---------------------------   Director                December 31, 1999
Albert J. Crosson
                                  7
<PAGE>
/s/ Wilbur K. Keating
---------------------------   Director                December 31, 1999
Wilbur K. Keating


/s/ Warren L. Nelson
---------------------------   Director                December 31, 1999
Warren L. Nelson

/s/ Frederick B. Rentschler
---------------------------   Director                December 31, 1999
Frederick B. Rentschler

/s/ John J. Russell
---------------------------   Director                December 31, 1999
John J. Russell

---------------------------   Director                December 31, 1999
Rockwell A. Schnabel


---------------------------   Director                December 31, 1999
Claudine B. Williams
                                     8
<PAGE>
                          EXHIBIT INDEX


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

4.         The Rules of the Barcrest Savings Related Share
           Option Scheme.

5.         Opinion of Company Counsel (opinion re legality).

23.1       Consent of Deloitte & Touche LLP (consent of
           independent auditors).

23.2       Consent of Company Counsel (included in Exhibit 5).

24.        Power of Attorney (included in this Registration
           Statement under "Signatures").
                                  9
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 21898}]
{"company-data": {"conformed-name": "INTERNATIONAL GAME TECHNOLOGY", "cik": "0000353944", "assigned-sic": "3990", "irs-number": "880173041", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-94349", "film-number": "504907"}, "business-address": {"street1": "9295 PROTOTYPE DRIVE", "city": "RENO", "state": "NV", "zip": "89511", "phone": "7754487777"}, "mail-address": {"street1": "9295 PROTOTYPE DRIVE", "city": "RENO", "state": "NV", "zip": "89511"}}
As filed with the Securities and Exchange Commission on January 10, 2000
                                                  Registration No. 333-_____
============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                             ___________________

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

                        International Game Technology
           (Exact name of registrant as specified in its charter)
                             ___________________

              Nevada                                88-0173041
 (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)               Identification No.)

                  9295 Prototype Drive, Reno, Nevada 89511
                               (702) 448-7777
        (Address and telephone number of principal executive offices)
                             ___________________

                Barcrest Savings Related Share Option Scheme
                          (Full title of the plan)
                             ___________________

                               Sara Beth Brown
          Vice President, General Counsel and Secretary
                        International Game Technology
                  9295 Prototype Drive, Reno, Nevada 89511
                   (Name and address of agent for service)
                             ___________________

 Telephone number, including area code, of agent for service: (702) 448-7777
                             ___________________

                                  Copy to:
                           Joseph J. Herron, Esq.
                            O'MELVENY & MYERS LLP
                    610 Newport Center Drive, Suite 1700
                      Newport Beach, California  92660
                             ___________________

                      CALCULATION OF REGISTRATION FEE
Proposed      Proposed
                                  maximum       maximum
Title of            Amount        offering      aggregate      Amount of
securities          to be         price         offering       registration
to be registered    registered    per unit      price          fee
----------------------------------------------------------------------------

Common Stock,       300,000       $20.21875<2>  $6,065,625<2>  $1602<2>
$0.000625 par       shares<1>
value per share
----------------------------------------------------------------------------
<1>  This Registration Statement covers, in
           addition to the number of shares of Common Stock stated
           above, options and other rights to purchase or acquire the
           shares of Common Stock covered by the Prospectus and,
           pursuant to Rule 416(c) under the Securities Act of 1933, as
           amended (the "Securities Act"), an additional indeterminate
           number of shares, options and rights which by reason of
           certain events specified in the Barcrest Savings Related
           Share Option Scheme (the "Plan"), may become subject to the
           Plan.
     <2>   Pursuant to Rule 457(h), the maximum offering
           price, per share and in the aggregate, and the registration fee
           were calculated based upon the average of the high and low prices
           of the Common Stock on January 6, 2000 as reported on the New
           York Stock Exchange and published in The Western Edition of The
           Wall Street Journal.
The Exhibit Index for this Registration Statement is at page 9.
============================================================================
PART I

                   INFORMATION REQUIRED IN THE
                    SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part
I of Form S-8 (plan information and registrant information) will
be sent or given to employees as specified by Rule 428(b)(1) of
the Securities Act.  Such documents need not be filed with the
Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities
Act.  These documents, which include the statement of
availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement
pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
                                  2
PART II

                   INFORMATION REQUIRED IN THE
                     REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

     The following documents of International Game Technology
(the "Company") filed with the Commission are incorporated
herein by reference:

     (a)  The Company's Annual Report on Form 10-K for its
          fiscal year ended September 30, 1998;

     (b)  The Company's Quarterly Reports on Forms 10-Q for its
          quarterly periods ended January 2, 1999, April 3,
          1999, and July 3, 1999;

     (c)  The Company's Current Reports on Forms 8-K filed with
          the Commission on December 23, 1998, March 12, 1999,
          April 29, 1999, April 30, 1999, July 23, 1999 and
          September 8, 1999; and

     (d)  The description of the Company's Common Stock
          contained in its Registration Statement on Form S-3
          dated April 23, 1991, and any amendment or report
          filed for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document, all or a
portion of which is 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
such statement so modified or superseded shall not be deemed,
except as so modified or amended, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

     The Company's Common Stock, par value $0.000625 per share
(the "Common Stock"), is registered pursuant to Section 12 of
the Exchange Act, and, therefore, the description of securities
is omitted.

Item 5.  Interests of Named Experts and Counsel

     The validity of the original issuance of the Common Stock
registered hereby is passed on for the Company by Sara Beth
Brown.  Ms. Brown is Vice President, General Counsel and
Secretary of the Company, is compensated as an employee of
the Company, is the holder of restricted shares of the Company's
Common Stock and options to acquire shares of the Company's
Common Stock.

Item 6.  Indemnification of Directors and Officers
                                   3
Nevada Revised Statutes ("NRS") Section 78.037(1) allows a
Nevada corporation to provide in its articles of incorporation
for the elimination or limitation of the personal liability of a
director or an officer to the corporation or its stockholders
for damages for breach of fiduciary duty as a director or an
officer.  Any such provision cannot eliminate or limit a
director or an officer's liability (1) for acts or omissions
which involve intentional misconduct, fraud or a knowing
violation of law, and (2) payment of distributions in violation
of Section 78.300 of the NRS.

     Section 78.751 of the NRS allows a Nevada corporation to
indemnify any person who was, or is threatened to be made, a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such
corporation) by reason of the fact that such person is or was an
officer or director of such corporation, or is or was serving at
the request of such corporation as a director, officer, employee
or agent of another corporation or enterprise.  The indemnity
may be against expenses (including attorneys' fees), judgments,
fees and amounts paid in settlement actually and reasonably
incurred by such person in connection with the action, suit or
proceeding, provided that he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any
criminal action or proceeding had no reasonable cause to believe
his or her conduct was unlawful.  A Nevada corporation may
indemnify officers and directors in an action by or in the right
of the corporation to procure a judgment in its favor 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 after exhaustion of all appeals
therefrom.  When 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 or her against the
expenses which he or she actually and reasonably incurred in
connection with the defense.  The indemnification provided is
not deemed to be exclusive of any other rights to which an
officer or director may be entitled under a corporation's
bylaws, by agreement, vote or otherwise, provided that
indemnification will not be allowed if a final adjudication
establishes that the acts and omissions of the director or
officer involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action
(unless indemnification is ordered by a court of competent
jurisdiction).

     In accordance with the NRS, Article V of the Company's
Articles of Incorporation provides that no officer or director
of the Company shall have personal liability to the Company or
any of its stockholders for monetary damages for breach of
fiduciary duty as an officer or director.  This provision does
not eliminate or limit the liability of an officer or director
for (1) any breach of the officer's or director's duty of
loyalty to the Company, (2) acts or omissions not in good faith
which involve intentional misconduct, fraud or a knowing
violation of law, (3) distributions in violation of the NRS or
(4) any transaction from which the officer or director derived
an improper personal benefit.  The provisions of Article V do
not limit or preclude indemnification of an officer or director
by the Company for any liability of the officer or director
which has not been eliminated by the provisions of the Article.
In the event that the law of the State of Nevada is amended
subsequently so as to authorize corporate action further
eliminating or limiting the liability of officers or directors,
the liability of officers or directors shall thereupon be
eliminated or limited to the fullest extent permitted by the
General Corporation Law of the State of Nevada, as amended from
time to time.
                                     4
Section 4.10 of the Company's By-Laws provides that the
Company is obligated to provide indemnity to directors and
officers of the Company to the fullest extent permitted by the
laws of the State of Nevada against all costs, charges,
expenses, liabilities and losses reasonably incurred or suffered
by such persons in their capacities as such.  The By-Laws also
provide that the Company may provide indemnification to
employees and agents of the Company, with the same scope and
effect of the foregoing indemnification of directors and
officers.  Under the By-Laws, the right to indemnification and
the payment of expenses incurred in defending a proceeding in
advance of its final disposition shall not be exclusive of any
other right which any person may have or thereafter acquire
under any statute, provisions of the Articles of Incorporation,
By-Laws, agreement, vote of stockholders or disinterested
directors or otherwise.  The By-Laws also provide that any
director, officer, employee or agent of the Company shall be
indemnified against all costs and expenses actually and
reasonably incurred by him as a witness in any action, suit or
proceeding.  The By-Laws further provide that the Board of
Directors may enter into indemnification agreements with any
directors, officers, employees and agents of the Company as it
may designate from time to time, such agreements to provide in
substance the indemnification set forth in the By-Laws.

     The Company has a policy of directors and officers
liability insurance which insures directors and officers against
the cost of defense, settlement or payment of a judgment under
certain circumstances.  In addition, the Company has entered
into indemnification agreements with its directors and officers
which provide that the Company is required to indemnify such
directors and officers, to the maximum extent permitted by the
laws of the State of Nevada.

Item 7.  Exemption from Registration Claimed

     Not applicable.

Item 8.  Exhibits

     See the attached Exhibit Index on page 9.

Item 9.  Undertakings

     (a)  The undersigned 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;

              (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 (a)(1)(i) and
    (a)(1)(ii) do 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
    with or furnished to the Commission
                                    5
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 undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.

     (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
provisions described in Item 6 above, 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.
                                   6
SIGNATURES

     Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Reno, State of Nevada, on the 31st day of December, 1999.

                              By: /s/ Sara Beth Brown
                                 -------------------------------
                                 Sara Beth Brown
                                 Vice President, General Counsel,
                                 Secretary and Treasurer

                        POWER OF ATTORNEY

     Each person whose signature appears below constitutes and
appoints Charles N. Mathewson, G. Thomas Baker, and Sara Beth
Brown, or each of them individually, his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the 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 in and about the premises, 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 any of them individually, or
his or her substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

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

     Signature                Title                    Date

/s/ Charles N. Mathewson
---------------------------   Chairman of the Board   December 31, 1999
Charles N. Mathewson          and Chief Executive
                              Officer (Principal
                              Executive Officer)

/s/ Maureen T. Mullarkey
---------------------------   Vice President,         December 31, 1999
Maureen T. Mullarkey          Finance, Treasurer
                              and Chief Financial
                              Officer (Principal
                              Financial and
                              Accounting Officer)

/a/ Albert J. Crosson
---------------------------   Director                December 31, 1999
Albert J. Crosson
                                  7
/s/ Wilbur K. Keating
---------------------------   Director                December 31, 1999
Wilbur K. Keating

/s/ Warren L. Nelson
---------------------------   Director                December 31, 1999
Warren L. Nelson

/s/ Frederick B. Rentschler
---------------------------   Director                December 31, 1999
Frederick B. Rentschler

/s/ John J. Russell
---------------------------   Director                December 31, 1999
John J. Russell

---------------------------   Director                December 31, 1999
Rockwell A. Schnabel

---------------------------   Director                December 31, 1999
Claudine B. Williams
                                     8
EXHIBIT INDEX

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

4.         The Rules of the Barcrest Savings Related Share
           Option Scheme.

5.         Opinion of Company Counsel (opinion re legality).

23.1       Consent of Deloitte & Touche LLP (consent of
           independent auditors).

23.2       Consent of Company Counsel (included in Exhibit 5).

24.        Power of Attorney (included in this Registration
           Statement under "Signatures").
                                  9