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
                           EMPLOYEE STOCK PURCHASE 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,
$0.00015625 par   3,000,000(1)      $30.21(2)    $90,630,000(2)    $10,668(2)
value per share   shares
-------------------------------------------------------------------------------

(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  Employee  Stock  Purchase  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 9.

<PAGE>


                                     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 February 25, 1988 (Commission File No. 33-20308);

     (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 4. Description of Securities

     Not applicable.

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 6. Indemnification of Directors and Officers

     Subsection 1 of Section 78.7502 of the Nevada General  Corporation Law (the
"Nevada  Law")  empowers a  corporation  to indemnify 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 (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation or other enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred by him in connection  with such
action, suit or proceeding if he is not liable pursuant to Section 78.138 of the
Nevada Law or if he acted in good faith and in a manner he  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 conduct was unlawful.  Section 78.128 of the Nevada Law provides that,  with
certain  exceptions,  a director  or officer is not  individually  liable to the
corporation  or its  stockholders  for any  damages  as a  result  of any act or
failure to act in his capacity as a director or officer unless it is proven that
(i) his act or failure to act constituted a breach of his fiduciary  duties as a
director or officer,  and (ii) his breach of those duties  involved  intentional
misconduct, fraud or a knowing violation of the law.

     Subsection 2 of Section  78.7502  empowers a  corporation  to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted  in  any of the  capacities  set  forth  above  against  expenses,
including amounts paid in settlement and attorneys' fees actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit if he acted under similar standards,  except that no indemnification may be
made in respect of any claim, issue or matter as to which such person shall have
been  adjudged  by a  court  of  competent  jurisdiction  to be  liable  to  the
corporation  or for amounts paid in  settlement to the  corporation,  unless and
only to the  extent  that the court in which  such  action  or suit was  brought
determines that,  despite the  adjudication of liability,  such person is fairly
and  reasonably  entitled  to  indemnity  for such  expenses  as the court deems
proper.

     Section 78.7502  further  provides that to the extent a director or officer
of a  corporation  has been  successful  in the defense of any  action,  suit or
proceeding  referred  to in  subsections  (1) and (2),  or in the defense of any
claim,  issue  or  matter  therein,  he shall be  indemnified  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  therewith.  Section  78.751  of the  Nevada  Law  provides  that the
indemnification provided for by Section 78.7502 shall not be deemed exclusive or
exclude any other rights to which the indemnified party may be entitled and that
the scope of indemnification shall continue as to directors, officers, employees
or agents who have ceased to hold such positions,  and to their heirs, executors
and administrators. Section 78.752 of the Nevada Law empowers the corporation to
purchase and maintain  insurance on behalf of a director,  officer,  employee or
agent of the corporation  against any liability asserted against him or incurred
by him in any such  capacity or arising out of his status as such whether or not
the corporation  would have the power to indemnify him against such  liabilities
under Section 78.7502.

     Section 4.10 of the Bylaws of the Company provides for  indemnification  of
its officers and directors,  substantially  identical in scope to that permitted
under the above  Sections of the Nevada  Law.  The Bylaws  provide,  pursuant to
Subsection 2 of Section  78.751,  that the  expenses of officers  and  directors
incurred in defending any action, suit or proceeding, whether civil or criminal,
must be paid by the corporation as they are incurred and in advance of the final
disposition  of the action,  suit or proceeding,  upon delivery,  if required by
Nevada  law,  of an  undertaking  by or on behalf of the  director or officer to
repay all  amounts so  advanced  if it is  ultimately  determined  by a court of
competent  jurisdiction  that the  officer or  director  is not  entitled  to be
indemnified  by the  corporation.  The Company also enters into  indemnification
agreements  consistent  with  Nevada  law  with  certain  of its  directors  and
officers.


Item 7. Exemption from Registration Claimed

     Not applicable.


Item 8. Exhibits

     See the attached  Exhibit Index at page 9, which is incorporated  herein by
reference.

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 with or furnished
     to the Commission by the registrant  pursuant to Section 13 or 15(d) of the
     Exchange  Act that  are  incorporated  by  reference  in this  Registration
     Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
     initial bona fide  offering  thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination  of  the  offering.

     (b) The  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 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.

     (h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, executive 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.


<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 them 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  Employee Stock Purchase Plan. (Filed as
          Exhibit A to the Company's  Proxy  Statement filed with the Commission
          pursuant  to Section  14(a) of the  Exchange  Act on January  14, 2004
          (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_s8espp.txt", "description": "FORM S8 REGISTRATION STATEMENT", "secsgml_size_bytes": 21171}]
{"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": "333-123187", "film-number": "05666569"}, "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
                           EMPLOYEE STOCK PURCHASE 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,
$0.00015625 par   3,000,000(1)      $30.21(2)    $90,630,000(2)    $10,668(2)
value per share   shares
-------------------------------------------------------------------------------

(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  Employee  Stock  Purchase  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 9.
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 February 25, 1988 (Commission File No. 33-20308);

     (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 4. Description of Securities

     Not applicable.

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 6. Indemnification of Directors and Officers

     Subsection 1 of Section 78.7502 of the Nevada General  Corporation Law (the
"Nevada  Law")  empowers a  corporation  to indemnify 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 (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation or other enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably  incurred by him in connection  with such
action, suit or proceeding if he is not liable pursuant to Section 78.138 of the
Nevada Law or if he acted in good faith and in a manner he  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 conduct was unlawful.  Section 78.128 of the Nevada Law provides that,  with
certain  exceptions,  a director  or officer is not  individually  liable to the
corporation  or its  stockholders  for any  damages  as a  result  of any act or
failure to act in his capacity as a director or officer unless it is proven that
(i) his act or failure to act constituted a breach of his fiduciary  duties as a
director or officer,  and (ii) his breach of those duties  involved  intentional
misconduct, fraud or a knowing violation of the law.

     Subsection 2 of Section  78.7502  empowers a  corporation  to indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person  acted  in  any of the  capacities  set  forth  above  against  expenses,
including amounts paid in settlement and attorneys' fees actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit if he acted under similar standards,  except that no indemnification may be
made in respect of any claim, issue or matter as to which such person shall have
been  adjudged  by a  court  of  competent  jurisdiction  to be  liable  to  the
corporation  or for amounts paid in  settlement to the  corporation,  unless and
only to the  extent  that the court in which  such  action  or suit was  brought
determines that,  despite the  adjudication of liability,  such person is fairly
and  reasonably  entitled  to  indemnity  for such  expenses  as the court deems
proper.

     Section 78.7502  further  provides that to the extent a director or officer
of a  corporation  has been  successful  in the defense of any  action,  suit or
proceeding  referred  to in  subsections  (1) and (2),  or in the defense of any
claim,  issue  or  matter  therein,  he shall be  indemnified  against  expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection  therewith.  Section  78.751  of the  Nevada  Law  provides  that the
indemnification provided for by Section 78.7502 shall not be deemed exclusive or
exclude any other rights to which the indemnified party may be entitled and that
the scope of indemnification shall continue as to directors, officers, employees
or agents who have ceased to hold such positions,  and to their heirs, executors
and administrators. Section 78.752 of the Nevada Law empowers the corporation to
purchase and maintain  insurance on behalf of a director,  officer,  employee or
agent of the corporation  against any liability asserted against him or incurred
by him in any such  capacity or arising out of his status as such whether or not
the corporation  would have the power to indemnify him against such  liabilities
under Section 78.7502.

     Section 4.10 of the Bylaws of the Company provides for  indemnification  of
its officers and directors,  substantially  identical in scope to that permitted
under the above  Sections of the Nevada  Law.  The Bylaws  provide,  pursuant to
Subsection 2 of Section  78.751,  that the  expenses of officers  and  directors
incurred in defending any action, suit or proceeding, whether civil or criminal,
must be paid by the corporation as they are incurred and in advance of the final
disposition  of the action,  suit or proceeding,  upon delivery,  if required by
Nevada  law,  of an  undertaking  by or on behalf of the  director or officer to
repay all  amounts so  advanced  if it is  ultimately  determined  by a court of
competent  jurisdiction  that the  officer or  director  is not  entitled  to be
indemnified  by the  corporation.  The Company also enters into  indemnification
agreements  consistent  with  Nevada  law  with  certain  of its  directors  and
officers.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

     See the attached  Exhibit Index at page 9, which is incorporated  herein by
reference.

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 with or furnished
     to the Commission by the registrant  pursuant to Section 13 or 15(d) of the
     Exchange  Act that  are  incorporated  by  reference  in this  Registration
     Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act, each such post-effective  amendment shall be deemed to be a
     new registration  statement relating to the securities offered therein, and
     the  offering  of such  securities  at that time  shall be deemed to be the
     initial bona fide  offering  thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination  of  the  offering.

     (b) The  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 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.

     (h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, executive 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.
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 them 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  Employee Stock Purchase Plan. (Filed as
          Exhibit A to the Company's  Proxy  Statement filed with the Commission
          pursuant  to Section  14(a) of the  Exchange  Act on January  14, 2004
          (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").