As filed with the Securities and Exchange Commission on March 8, 2005
                                                    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 89521
          (Address, Including Zip Code, of Principal Executive Offices)
                               -------------------

                         INTERNATIONAL GAME TECHNOLOGY
                           2002 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)
                               -------------------

                                 David D. Johnson, Esq.
              Executive Vice President, General Counsel and Secretary
                          International Game Technology
                                 9295 Prototype Drive
                                  Reno, Nevada 89521
                                   (775) 448-7777
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                              of Agent for Service)

                                    Copy to:
                               J. Jay Herron, Esq.
                              O'Melveny & Myers LLP
                             114 Pacifica, Suite 100
                          Irvine, California 92618-3315
                               -------------------

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                Proposed Proposed
                                    maximum      maximum
Title of           Amount           offering     aggregate         Amount of
securities         to be            price        offering          registration
to be              registered       per unit     price             fee
registered
-------------------------------------------------------------------------------
Common Stock,      9,000,000(1)    $30.21(2)    $271,890,000(2)  $32,002(2)
$0.00015625 par    shares
value per share
-------------------------------------------------------------------------------

(1)  This Registration  Statement covers, in addition to the number of shares of
     International  Game Technology,  a Nevada corporation (the "Company" or the
     "Registrant"),  common stock, par value  $0.00015625 per share (the "Common
     Stock"),  stated above, options and other rights to purchase or acquire the
     shares of Common Stock covered by this Registration Statement 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 that may be offered or issued pursuant to the International Game
     Technology 2002 Stock Incentive Plan, as amended (the "Plan"),  as a result
     of one or more  adjustments  under the Plan to prevent  dilution  resulting
     from one or more stock splits, stock dividends or similar transactions.

(2)  Pursuant to Securities Act 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 March 4,
     2005, as quoted on the New York Stock Exchange.  The Exhibit Index for this
     Registration Statement is at page 7.

<PAGE>
                                EXPLANATORY NOTE

     This Registration  Statement is filed by the Company to register additional
securities  issuable  pursuant  to the Plan and  consists  of only  those  items
required by General Instruction E to Form S-8.

                           __________________________

                                     PART I

                          INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or  given to  participants  as  specified  by  Securities  Act Rule
428(b)(1).


<PAGE>

                                    PART II

                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.     Incorporation of Certain Documents by Reference

     The  following  documents  of the  Company  filed with the  Securities  and
Exchange Commission (the "Commission") are incorporated herein by reference:

     (a)  The  Company's  Registration  Statement  on Form S-8,  filed  with the
          Commission on June 26, 2002 (Commission File No. 333-91198);

     (b)  The  Company's  Annual  Report on Form 10-K for its fiscal  year ended
          September  30, 2004,  filed with the  Commission  on December 10, 2004
          (Commission File No. 001-10684);

     (c)  The  Company's  Quarterly  Report on Form 10-Q for its fiscal  quarter
          ended December 31, 2004, filed with the Commission on February 9, 2005
          (Commission File No. 001-10684);

     (d)  The Company's  Current  Reports on Form 8-K, filed with the Commission
          on March 4, 2005,  February 7, 2005 and November 23, 2004  (Commission
          File No. 001-10684); and

     (e)  The  description  of  the  Company's  Common  Stock  contained  in its
          Registration  Statement  on Form  S-3  filed  with the  Commission  on
          February  16,  1994  (Commission  File No.  033-52289),  and any other
          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 5.     Interests of Named Experts and Counsel

     The validity of the issuance of Common Stock registered hereby is passed on
for the Company by David D. Johnson.  Mr. Johnson is the Executive Vice
President, General  Counsel and Secretary of the Company and is  compensated by
the Company as an employee.  Mr. Johnson owns 4,300 shares of Common Stock and
Company stock options to acquire up to an additional 445,000 shares of Common
Stock.  Mr. Johnson is eligible to participate in the Plan.

<PAGE>

Item 8.      Exhibits

     See the attached  Exhibit Index at page 7, which is incorporated  herein by
reference.

<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  Form  S-8
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the  City of  Reno,  State of  Nevada,  on March 8,  2005.

                          INTERNATIONAL GAME TECHNOLOGY

                           By: /s/ Maureen T. Mullarkey
                               Maureen T. Mullarkey
                               Executive Vice President, Chief Financial
                               Officer and Treasurer


                               POWER OF ATTORNEY

     Each person whose signature  appears below  constitutes and appoints Thomas
J. Matthews and Maureen T. Mullarkey,  and each of them, acting individually and
without the other, as his or her true and lawful  attorneys-in-fact  and agents,
with full power 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,  exhibits  thereto and other
documents in connection therewith) 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,
and each of them,  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 either
of t hem individually,  or their or his 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/ Thomas J. Matthews       Chairman of the Board,           March 8, 2005
Thomas J. Matthews           President, Chief Executive
                             Officer and Chief Operating
                             Officer
                             (Principal Executive Officer)

/s/ Maureen T. Mullarkey     Executive Vice President,        March 8, 2005
Maureen T. Mullarkey         Chief Financial Officer and
                             Treasurer
                             (Principal Financial and
                             Accounting Officer)

/s/ Neil Barsky              Director                         March 8, 2005
Neil Barsky


/s/ Robert A. Bittman        Director                         March 8, 2005
Robert A. Bittman


/s/ Richard R. Burt          Director                         March 8, 2005
Richard R. Burt


/s/ Leslie S. Heisz          Director                         March 8, 2005
Leslie S. Heisz


/s/ Robert A. Mathewson      Director                         March 8, 2005
Robert A. Mathewson


/s/ Robert Miller            Director                         March 8, 2005
Robert Miller


/s/ Frederick B. Rentschler  Director                         March 8, 2005
Frederick B. Rentschler


<PAGE>

                                 EXHIBIT INDEX

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

 4.       International  Game  Technology 2002 Stock Incentive Plan, as amended.
          (Filed as an exhibit to the Company's  Proxy  Statement filed with the
          Commission  pursuant to Section  14(a) of the  Exchange Act on January
          10, 2005  (Commission File No.  001-10684) and incorporated  herein by
          this  reference.)

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

 23.1     Consent of Deloitte & Touche LLP  (consent of  independent  registered
          public  accounting firm).

 23.2     Consent of Counsel  (included  in Exhibit  5).

 24.      Power of  Attorney  (included  in this  Registration  Statement  under
          "Signatures").
[{"type": "S-8", "sequence": "1", "filename": "form_s8.txt", "description": "FORM S8 REGISTRATION STATEMENT", "secsgml_size_bytes": 12475}]
{"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": "333-123186", "film-number": "05666566"}, "business-address": {"street1": "9295 PROTOTYPE DRIVE", "street2": "P O BOX 10580", "city": "RENO", "state": "NV", "zip": "89510", "phone": "7754487777"}, "mail-address": {"street1": "9295 PROTOTYPE DRIVE", "city": "RENO", "state": "NV", "zip": "89511"}}
As filed with the Securities and Exchange Commission on March 8, 2005
                                                    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 89521
          (Address, Including Zip Code, of Principal Executive Offices)
                               -------------------

                         INTERNATIONAL GAME TECHNOLOGY
                           2002 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)
                               -------------------

                                 David D. Johnson, Esq.
              Executive Vice President, General Counsel and Secretary
                          International Game Technology
                                 9295 Prototype Drive
                                  Reno, Nevada 89521
                                   (775) 448-7777
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                              of Agent for Service)

                                    Copy to:
                               J. Jay Herron, Esq.
                              O'Melveny & Myers LLP
                             114 Pacifica, Suite 100
                          Irvine, California 92618-3315
                               -------------------

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------
                                Proposed Proposed
                                    maximum      maximum
Title of           Amount           offering     aggregate         Amount of
securities         to be            price        offering          registration
to be              registered       per unit     price             fee
registered
-------------------------------------------------------------------------------
Common Stock,      9,000,000(1)    $30.21(2)    $271,890,000(2)  $32,002(2)
$0.00015625 par    shares
value per share
-------------------------------------------------------------------------------

(1)  This Registration  Statement covers, in addition to the number of shares of
     International  Game Technology,  a Nevada corporation (the "Company" or the
     "Registrant"),  common stock, par value  $0.00015625 per share (the "Common
     Stock"),  stated above, options and other rights to purchase or acquire the
     shares of Common Stock covered by this Registration Statement 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 that may be offered or issued pursuant to the International Game
     Technology 2002 Stock Incentive Plan, as amended (the "Plan"),  as a result
     of one or more  adjustments  under the Plan to prevent  dilution  resulting
     from one or more stock splits, stock dividends or similar transactions.

(2)  Pursuant to Securities Act 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 March 4,
     2005, as quoted on the New York Stock Exchange.  The Exhibit Index for this
     Registration Statement is at page 7.
EXPLANATORY NOTE

     This Registration  Statement is filed by the Company to register additional
securities  issuable  pursuant  to the Plan and  consists  of only  those  items
required by General Instruction E to Form S-8.

                           __________________________

                                     PART I

                          INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

     The document(s)  containing the information specified in Part I of Form S-8
will be sent or  given to  participants  as  specified  by  Securities  Act Rule
428(b)(1).
PART II

                          INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.     Incorporation of Certain Documents by Reference

     The  following  documents  of the  Company  filed with the  Securities  and
Exchange Commission (the "Commission") are incorporated herein by reference:

     (a)  The  Company's  Registration  Statement  on Form S-8,  filed  with the
          Commission on June 26, 2002 (Commission File No. 333-91198);

     (b)  The  Company's  Annual  Report on Form 10-K for its fiscal  year ended
          September  30, 2004,  filed with the  Commission  on December 10, 2004
          (Commission File No. 001-10684);

     (c)  The  Company's  Quarterly  Report on Form 10-Q for its fiscal  quarter
          ended December 31, 2004, filed with the Commission on February 9, 2005
          (Commission File No. 001-10684);

     (d)  The Company's  Current  Reports on Form 8-K, filed with the Commission
          on March 4, 2005,  February 7, 2005 and November 23, 2004  (Commission
          File No. 001-10684); and

     (e)  The  description  of  the  Company's  Common  Stock  contained  in its
          Registration  Statement  on Form  S-3  filed  with the  Commission  on
          February  16,  1994  (Commission  File No.  033-52289),  and any other
          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 5.     Interests of Named Experts and Counsel

     The validity of the issuance of Common Stock registered hereby is passed on
for the Company by David D. Johnson.  Mr. Johnson is the Executive Vice
President, General  Counsel and Secretary of the Company and is  compensated by
the Company as an employee.  Mr. Johnson owns 4,300 shares of Common Stock and
Company stock options to acquire up to an additional 445,000 shares of Common
Stock.  Mr. Johnson is eligible to participate in the Plan.
Item 8.      Exhibits

     See the attached  Exhibit Index at page 7, which is incorporated  herein by
reference.
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  Form  S-8
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the  City of  Reno,  State of  Nevada,  on March 8,  2005.

                          INTERNATIONAL GAME TECHNOLOGY

                           By: /s/ Maureen T. Mullarkey
                               Maureen T. Mullarkey
                               Executive Vice President, Chief Financial
                               Officer and Treasurer

                               POWER OF ATTORNEY

     Each person whose signature  appears below  constitutes and appoints Thomas
J. Matthews and Maureen T. Mullarkey,  and each of them, acting individually and
without the other, as his or her true and lawful  attorneys-in-fact  and agents,
with full power 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,  exhibits  thereto and other
documents in connection therewith) 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,
and each of them,  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 either
of t hem individually,  or their or his 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/ Thomas J. Matthews       Chairman of the Board,           March 8, 2005
Thomas J. Matthews           President, Chief Executive
                             Officer and Chief Operating
                             Officer
                             (Principal Executive Officer)

/s/ Maureen T. Mullarkey     Executive Vice President,        March 8, 2005
Maureen T. Mullarkey         Chief Financial Officer and
                             Treasurer
                             (Principal Financial and
                             Accounting Officer)

/s/ Neil Barsky              Director                         March 8, 2005
Neil Barsky

/s/ Robert A. Bittman        Director                         March 8, 2005
Robert A. Bittman

/s/ Richard R. Burt          Director                         March 8, 2005
Richard R. Burt

/s/ Leslie S. Heisz          Director                         March 8, 2005
Leslie S. Heisz

/s/ Robert A. Mathewson      Director                         March 8, 2005
Robert A. Mathewson

/s/ Robert Miller            Director                         March 8, 2005
Robert Miller

/s/ Frederick B. Rentschler  Director                         March 8, 2005
Frederick B. Rentschler
EXHIBIT INDEX

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

 4.       International  Game  Technology 2002 Stock Incentive Plan, as amended.
          (Filed as an exhibit to the Company's  Proxy  Statement filed with the
          Commission  pursuant to Section  14(a) of the  Exchange Act on January
          10, 2005  (Commission File No.  001-10684) and incorporated  herein by
          this  reference.)

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

 23.1     Consent of Deloitte & Touche LLP  (consent of  independent  registered
          public  accounting firm).

 23.2     Consent of Counsel  (included  in Exhibit  5).

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