UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                     -------------------------------------
                                  FORM 10-Q/A

                                Amendment No. 1
                                       To


(Mark One)

[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended August 28, 2004

     OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                         Commission file number 1-11250

                     ---------------------------------------

                           GTECH Holdings Corporation
             (Exact name of Registrant as specified in its charter)

               Delaware                                05-0450121
-------------------------------------        -----------------------------------
(State or other Jurisdiction of                (I.R.S. Employer Identification
Incorporation or Organization)                           Number)


55 Technology Way, West Greenwich, Rhode Island                  02817
-------------------------------------------------                -----
(Address of Principal Executive Offices)                       (Zip Code)

                                 (401) 392-1000
              (Registrant's telephone number, including area code)

                      -------------------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

Yes  [x]    No [  ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934)

Yes  [x]    No [  ]

Number  of  shares  of  Common  Stock  outstanding  as of  September  28,  2004:
115,843,583

EXPLANATORY NOTE:

         On October 6, 2004, GTECH Holdings Corporation ("GTECH") filed with the
Securities  and Exchange  Commission  its Quarterly  Report on Form 10-Q for the
quarterly period ended August 28, 2004 (the "Original  Filing").  This Amendment
No. 1 (this "Amendment")  hereby amends the Original Filing to include,  as Part
II Item 2 thereof,  certain  information  respecting  purchases  by GTECH of its
equity  securities.  This Amendment does not otherwise amend or alter in any way
the Original  Filing,  as filed on October 6, 2004. This Amendment  speaks as of
the date of the Original  Filing,  and GTECH has not updated the  disclosure  in
this Amendment to speak as of any later date.

Part II. - OTHER INFORMATION

Item 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
         -----------------------------------------------------------

         The following table sets forth certain information  regarding purchases
by GTECH of shares of its Common Stock, par value $.01 per share ("the Shares").


                      ISSUER PURCHASES OF EQUITY SECURITIES

<TABLE>
<CAPTION>
Period                          (a) Total         (b) Average        (c) Total Number    (d) Approximate
                                Number of         Price Paid per     of Shares           Dollar Value of
                                Shares Purchased  Share              Purchased as Part   Shares that May
                                                                     of Publicly         Yet Be Purchased
                                                                     Announced Plans     Under the Plans or
                                                                     or Programs (1)     Programs

<S> <C>      <C> <C>               <C>                  <C>             <C>                 <C>
May 2 to May 29, 2004              1,090,000            $25.94          1,090,000           $71,725,545

May 30 to July 3, 2004                     0              0                     0           $71,725,545

July 4 to July 31, 2004            1,600,000            $21.68          1,600,000           $37,037,020

August 1 to August 28, 2004          959,500            $20.68            959,500           $17,192,029

TOTAL                              3,649,500                            3,649,500
</TABLE>


-----------------------

(1)  On May 14, 2004,  GTECH  announced the stock purchase  program  pursuant to
     which these Shares were purchased.  This stock purchase program  authorized
     the  Company  to  purchase  up to an  aggregate  of  $100  million  of  its
     outstanding Common Stock through February 26, 2005.




<PAGE>



Item 6.           EXHIBITS AND REPORTS ON FORM 8-K
                  --------------------------------

(a)  Exhibits - The exhibits to this report are as follows:

    *12.1  Computation of Ratio of Earnings to Fixed Charges

    *+31.1 Certification  Pursuant to Section 302 of the  Sarbanes-Oxley Act of
           2002, of W. Bruce Turner, President and Chief Executive Officer of
           the Company

    *+31.2 Certification  Pursuant to Section 302 of the  Sarbanes-Oxley Act of
           2002, of Jaymin B. Patel,  Senior Vice  President and Chief Financial
           Officer of the Company

    *+32.1 Certification  Pursuant to 18 United  States Code Section  1350, as
           Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of
           W. Bruce Turner, President and Chief Executive Officer of the Company

    *+32.2 Certification  Pursuant to 18 United  States Code Section  1350, as
           Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of
           Jaymin B. Patel, Senior Vice President and Chief Financial Officer of
           the Company.

(b)  Reports on Form 8-K - We filed the  following  reports with the  Securities
     and Exchange Commission on Form 8-K during the quarter to which this report
     relates:

     (i)  We  filed a  report  on Form 8-K on June  22,  2004  incorporating  by
          reference a press  release we issued on June 22, 2004  announcing  our
          fiscal 2005 first quarter  results.  In addition,  we  incorporated by
          reference the transcripts  from our fiscal 2005 first quarter earnings
          conference call held on June 22, 2004.

     (ii) We  filed a  report  on Form  8-K on July  1,  2004  incorporating  by
          reference  a press  release  we  issued  on June 29,  2004  respecting
          certain developments in Brazil and adjustments to earnings guidance.

     (iii)We  filed a  report  on Form 8-K on July  29,  2004  incorporating  by
          reference a press  release we issued on July 29, 2004 setting forth an
          update on certain Brazil matters.


--------------------------------------

*    Denotes Exhibit filed with original filing.

+    Denotes  certification  filed with this Form 10-Q/A  pursuant to applicable
     rules.

<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934,  as
amended,  GTECH Holdings Corporation has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.

                           GTECH HOLDINGS CORPORATION



                           By: /s/  Michael K. Prescott
                              --------------------------------------------------
                               Michael K. Prescott
                               Vice President and Deputy General Counsel

Dated:  November 15, 2004