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 Restricted Stock Plan
                            (Full title of the plans)


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

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=======================================================================================================================
        Title of Each Class              Amount to be       Proposed maximum       Proposed maximum       Amount of
   of Securities to be Registered         registered       offering price per     aggregate offering     registration
                                                                unit (1)               price (1)             fee
-----------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                  <C>                  <C>                 <C>
    Class A Common Stock,                   400,000              $19.97               $7,988,000          $2,108.83
    $.01 par value                          shares
=======================================================================================================================
</TABLE>

(1)  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 July 28, 2000.


<PAGE>


                                     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")  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.     Annual Report on Form 10-K for the fiscal year ended  February 26,
              2000.

       2.     Quarterly Report on Form 10-Q for the fiscal quarter ended May 27,
              2000.

       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.

Item 7. Exemption From Registration Claimed.

        Not applicable.

Item 8. Exhibits.

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

4.1          GTECH Holdings Corporation 2000 Restricted Stock Plan

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 accountants)

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

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


<PAGE>



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) 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

     Pursuant to the  requirements of the Securities Act of 1933, GTECH Holdings
Corporation  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 West  Greenwich,  on this first day of August,
2000.

                                              GTECH HOLDINGS CORPORATION


                                              By    /s/ Jaymin B. Patel
                                                --------------------------------
                                                  Name: Jaymin B. Patel
                                                  Title:  Senior Vice President
                                                            and Chief Financial
                                                            Officer


     Each person whose signature  appears below hereby  constitutes and appoints
Jaymin B. Patel, David J. Calabro and Jean-Pierre  Desbiens,  or any one of them
acting  alone,  his  true and  lawful  attorney-in-fact,  with  full  power  and
authority to execute in the name, place and stead of each such person in any and
all  capacities  and to file, an amendment or  amendments  to this  Registration
Statement (and all exhibits thereto) and any documents  relating thereto,  which
amendments may make such changes in the  Registration  Statement as said officer
so acting deems advisable.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on this first day of August, 2000.

         Signature                                         Title


       /s/ Jaymin B. Patel                      Senior Vice President
-------------------------------------------       and Chief Financial Officer*
         Jaymin B. Patel


       /s/ David J. Calabro                     Senior Vice President*
-------------------------------------------
         David J. Calabro


------------------
*    Messrs.  Patel,  Calabro and  Desbiens  are  performing  the  functions  of
     principal executive oficers of Registrant.

<PAGE>



       /s/ Jean-Pierre Desbiens                 Senior Vice President*
-------------------------------------------
         Jean-Pierre Desbiens


       /s/ Robert J. Plourde                    Vice President and Corporate
-------------------------------------------        Controller
         Robert J. Plourde


       /s/ W. Bruce Turner                      Director and Chairman
-------------------------------------------
         W. Bruce Turner


       /s/ Robert M. Dewey, Jr.                 Director
-------------------------------------------
         Robert M. Dewey, Jr.


       /s/ Burnett W. Donoho                    Director
-------------------------------------------
         Burnett W. Donoho


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


  /s/ Lt. Gen. (Ret.) Emmett Paige, Jr.         Director
-------------------------------------------
 Lt. Gen. (Ret.) Emmett Paige, Jr. (USA)


       /s/ Anthony Ruys                         Director
-------------------------------------------
         Anthony Ruys


------------------
*    Messrs.  Patel,  Calabro and  Desbiens  are  performing  the  functions  of
     principal executive oficers of Registrant.


<PAGE>



                                INDEX TO EXHIBITS


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

4.1          GTECH Holdings Corporation 2000 Restricted Stock Plan

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 accountants)

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": 18960}]
{"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": "333-42932", "film-number": "685188"}, "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 Restricted Stock Plan
                            (Full title of the plans)

                            Brendan J. Radigan, Esq.
                              Edwards & Angell, LLP
                              2800 BankBoston 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 BankBoston Plaza
                              Providence, RI 02903
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
        Title of Each Class              Amount to be       Proposed maximum       Proposed maximum       Amount of
   of Securities to be Registered         registered       offering price per     aggregate offering     registration
                                                                unit (1)               price (1)             fee
-----------------------------------------------------------------------------------------------------------------------
Class A Common Stock,                   400,000              $19.97               $7,988,000          $2,108.83
    $.01 par value                          shares
=======================================================================================================================
(1)  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 July 28, 2000.
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")  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.     Annual Report on Form 10-K for the fiscal year ended  February 26,
              2000.

       2.     Quarterly Report on Form 10-Q for the fiscal quarter ended May 27,
              2000.

       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.

Item 7. Exemption From Registration Claimed.

        Not applicable.

Item 8. Exhibits.

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

4.1          GTECH Holdings Corporation 2000 Restricted Stock Plan

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 accountants)

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) 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

     Pursuant to the  requirements of the Securities Act of 1933, GTECH Holdings
Corporation  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 West  Greenwich,  on this first day of August,
2000.

                                              GTECH HOLDINGS CORPORATION

                                              By    /s/ Jaymin B. Patel
                                                --------------------------------
                                                  Name: Jaymin B. Patel
                                                  Title:  Senior Vice President
                                                            and Chief Financial
                                                            Officer

     Each person whose signature  appears below hereby  constitutes and appoints
Jaymin B. Patel, David J. Calabro and Jean-Pierre  Desbiens,  or any one of them
acting  alone,  his  true and  lawful  attorney-in-fact,  with  full  power  and
authority to execute in the name, place and stead of each such person in any and
all  capacities  and to file, an amendment or  amendments  to this  Registration
Statement (and all exhibits thereto) and any documents  relating thereto,  which
amendments may make such changes in the  Registration  Statement as said officer
so acting deems advisable.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on this first day of August, 2000.

         Signature                                         Title

       /s/ Jaymin B. Patel                      Senior Vice President
-------------------------------------------       and Chief Financial Officer*
         Jaymin B. Patel

       /s/ David J. Calabro                     Senior Vice President*
-------------------------------------------
         David J. Calabro

------------------
*    Messrs.  Patel,  Calabro and  Desbiens  are  performing  the  functions  of
     principal executive oficers of Registrant.
/s/ Jean-Pierre Desbiens                 Senior Vice President*
-------------------------------------------
         Jean-Pierre Desbiens

       /s/ Robert J. Plourde                    Vice President and Corporate
-------------------------------------------        Controller
         Robert J. Plourde

       /s/ W. Bruce Turner                      Director and Chairman
-------------------------------------------
         W. Bruce Turner

       /s/ Robert M. Dewey, Jr.                 Director
-------------------------------------------
         Robert M. Dewey, Jr.

       /s/ Burnett W. Donoho                    Director
-------------------------------------------
         Burnett W. Donoho

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

  /s/ Lt. Gen. (Ret.) Emmett Paige, Jr.         Director
-------------------------------------------
 Lt. Gen. (Ret.) Emmett Paige, Jr. (USA)

       /s/ Anthony Ruys                         Director
-------------------------------------------
         Anthony Ruys

------------------
*    Messrs.  Patel,  Calabro and  Desbiens  are  performing  the  functions  of
     principal executive oficers of Registrant.
INDEX TO EXHIBITS

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

4.1          GTECH Holdings Corporation 2000 Restricted Stock Plan

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 accountants)

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

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