EXHIBIT 10.3




                                    AMENDMENT


         THIS AMENDMENT, dated as of June 1, 2001, by and between GTECH HOLDINGS
CORPORATION,  a  Delaware  corporation  (the  "Company")  and  W.  BRUCE  TURNER
("Chairman"),  amends that certain  agreement  between the Company and Chairman,
dated as of August 9, 2000.

         WHEREAS,  the Company and Chairman  entered into an agreement on August
9, 2000 (the  "Agreement")  pursuant  to which  Chairman  provided  the  Company
full-time  services during the process of selecting a Chief  Executive  Officer;
and

         WHEREAS,  the Company  employed a Chief Executive  Officer on March 12,
2001; and

         WHEREAS, the Company and Chairman desire to amend certain provisions of
the  Agreement to reflect the modified  nature of the services to be provided to
the Company by Chairman.

         NOW  THEREFORE,  in  consideration  of the  premises  and of the mutual
covenants set forth herein and in the  Agreement,  the parties  hereby amend the
Agreement as follows:

         1.       This Amendment is effective as of March 12, 2001.

         2.       Subsection  (v) of  the  definition  of  "Good  Reason"  under
                  Section 1 of the Agreement is deleted in its entirety.

         3.       Section 2 is  amended  to  include  the  following  additional
                  sentence at the end of that section:  "Chairman agrees that he
                  is  not an  employee  of the  Company  but is a  non-executive
                  officer  of  GTECH  Corporation,  and as such is  entitled  to
                  participate  in  the  benefit  plans  as  provided  for in the
                  Agreement."

         4.       Section  4(a) of the  Agreement  is  amended  to  include  the
                  following additional sentence:  "Chairman also agrees that the
                  Company may, at its sole  discretion  and at any time,  remove
                  him  as an  officer  and/or  director  of  any  subsidiary  or
                  Affiliate of the Company other than GTECH Corporation."

         5.       Section  4(b) of the  Agreement  is amended to delete the last
                  sentence of that section,  beginning with "Except for illness"
                  and ending with "performance of Chairman's responsibilities."

         6.       Section 4(c) of the Agreement is deleted in its entirety.

         7.       Section 1 of  Appendix B is deleted in its  entirety,  and the
                  Company  no longer  has any  obligation  to  provide  Chairman
                  housing or any housing related benefits.

         8.       Notwithstanding  anything to the  contrary  contained  in this
                  Amendment or the  Agreement,  Chairman  expressly  agrees that
                  none of the changes  contained  in this  Amendment  constitute
                  "Good  Reason" for  Chairman to resign as that term is defined
                  in Section 1 of the Agreement.

         9.       All  capitalized  terms  contained in this  Amendment have the
                  meaning  defined  in  the  Agreement,   unless   otherwise  so
                  indicated herein.


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                                       GTECH HOLDINGS CORPORATION



Attest: /s/ Authorized Signatory       By: /s/ Authorized Signatory
        -------------------------          -----------------------------------
         Name:                         Name:
         Title:                        Title:



Witness:                               CHAIRMAN



/s/ Authorized Signatory               /s/  W. Bruce Turner
---------------------------------      ---------------------------------------
                                       W. Bruce Turner

                                       Address: