FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



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

                   For the quarterly period ended May 26, 2001



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)


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


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
    -------      ---


At June 14, 2001, there were 29,921,154 shares of the registrant's  Common Stock
outstanding.


<PAGE>


INDEX

GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
                                                                          Page
PART I.  FINANCIAL INFORMATION                                           Number
------------------------------                                           ------

Item 1.       Financial Statements

              Consolidated Balance Sheets                                     3

              Consolidated Income Statements                                  4

              Consolidated Statements of Cash Flows                           5

              Consolidated Statements of Shareholders' Equity                 6

              Notes to Consolidated Financial Statements                    7-10

Item 2.       Management's Discussion and Analysis of Financial            11-16
              Condition and Results of Operations

Item 3.       Quantitative and Qualitative Disclosures about                  17
              Market Risk

PART II.  OTHER INFORMATION
---------------------------

Item 1.       Legal Proceedings                                              17

Item 6.       Exhibits and Reports on Form 8-K                               17

SIGNATURES                                                                   18
----------

EXHIBITS
--------

<PAGE>
PART 1. FINANCIAL INFORMATION
-----------------------------
Item 1. FINANCIAL STATEMENTS
----------------------------
CONSOLIDATED BALANCE SHEETS

GTECH HOLDINGS CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
                                                                                          (Unaudited)
                                                                                            May 26,      February 24,
                                                                                             2001           2001
                                                                                          -----------    -----------
ASSETS                                                                                      (Dollars in thousands)
<S>                                                                                       <C>            <C>
CURRENT ASSETS
         Cash and cash equivalents                                                        $    10,320    $    46,948
         Trade accounts receivable                                                             90,233        118,721
         Sales-type lease receivables                                                           8,753          8,722
         Inventories                                                                          106,871        117,789
         Deferred income taxes                                                                 26,850         26,850
         Other current assets                                                                  18,834         18,798
                                                                                          -----------    -----------
                  TOTAL CURRENT ASSETS                                                        261,861        337,828

SYSTEMS, EQUIPMENT AND OTHER ASSETS RELATING TO CONTRACTS                                   1,317,135      1,283,414
Less: Accumulated Depreciation                                                               (930,772)      (922,080)
                                                                                          -----------    -----------
                                                                                              386,363        361,334

GOODWILL                                                                                      120,852        122,325

OTHER ASSETS                                                                                  108,431        116,673
                                                                                          -----------    -----------
                  TOTAL ASSETS                                                            $   877,507    $   938,160
                                                                                          ===========    ===========
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
         Short term borrowings                                                            $     2,564    $     2,316
         Accounts payable                                                                      44,608         49,267
         Accrued expenses                                                                      58,954         65,571
         Employee compensation                                                                 18,708         31,898
         Advance payments from customers                                                       58,068         55,418
         Income taxes payable                                                                  69,150         64,573
         Current portion of long-term debt                                                      3,961          3,512
                                                                                          -----------    -----------
                  TOTAL CURRENT LIABILITIES                                                   256,013        272,555

LONG-TERM DEBT, less current portion                                                          376,975        316,961

OTHER LIABILITIES                                                                              33,705         29,883

DEFERRED INCOME TAXES                                                                           4,399          4,399

SHAREHOLDERS' EQUITY
         Preferred Stock, par value $.01 per share--20,000,000 shares authorized, none
             issued                                                                                --             --
         Common Stock, par value $.01 per share--150,000,000 shares authorized, 45,069,190
             and 44,507,315 shares issued, 29,862,779 and 34,257,527 shares outstanding at
             May 26, 2001 and February 24, 2001, respectively                                     451            445
         Additional paid-in capital                                                           196,936        183,294
         Equity carryover basis adjustment                                                     (7,008)        (7,008)
         Accumulated other comprehensive loss                                                 (96,032)       (85,852)
         Retained earnings                                                                    497,364        479,305
                                                                                          -----------    -----------
                                                                                              591,711        570,184
         Less cost of 15,206,411 and 10,249,788 shares in treasury at May 26, 2001
           and February 24, 2001, respectively
                                                                                             (385,296)      (255,822)
                                                                                          -----------    -----------
                                                                                              206,415        314,362
                                                                                          -----------    -----------
                  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                              $   877,507    $   938,160
                                                                                          ===========    ===========
See Notes to Consolidated Financial Statements
</TABLE>

                                       -3-
<PAGE>


CONSOLIDATED INCOME STATEMENTS

GTECH HOLDINGS CORPORATION AND SUBSIDIARIES

                                                             (Unaudited)
                                                         Three Months Ended
                                                        ---------------------
                                                         May 26,      May 27,
                                                          2001         2000
                                                        ---------   ---------
                                                       (Dollars in thousands,
                                                      except per share amounts)
Revenues:
      Services                                          $ 210,551   $ 222,631
      Sales of products                                    24,414      19,367
                                                        ---------   ---------
                                                          234,965     241,998
Costs and expenses:
      Costs of services                                   144,492     142,763
      Costs of sales                                       19,937      15,811
                                                        ---------   ---------
                                                          164,429     158,574
                                                        ---------   ---------

Gross profit                                               70,536      83,424

Selling, general and administrative                        29,570      32,561
Research and development                                    7,633      12,926
Goodwill amortization                                       1,473       1,609
                                                        ---------   ---------
      Operating expenses                                   38,676      47,096
                                                        ---------   ---------

Operating income                                           31,860      36,328

Other income (expense):
      Interest income                                       2,030       1,925
      Equity in earnings of unconsolidated affiliates       1,175       1,256
      Other income                                          2,178         687
      Interest expense                                     (6,422)     (7,035)
                                                        ---------   ---------

Income before income taxes                                 30,821      33,161

Income taxes                                               11,712      12,932
                                                        ---------   ---------

Net income                                              $  19,109   $  20,229
                                                        =========   =========

Basic earnings per share                                $     .62   $     .58
                                                        =========   =========

Diluted earnings per share                              $     .61   $     .58
                                                        =========   =========

See Notes to Consolidated Financial Statements


                                       -4-
<PAGE>



CONSOLIDATED STATEMENTS OF CASH FLOWS

GTECH HOLDINGS CORPORATION AND SUBSIDIARIES


<TABLE>
<CAPTION>
                                                                                  (Unaudited)
                                                                               Three Months Ended
                                                                              ----------------------
                                                                               May 26,       May 27,
                                                                                2001          2000
                                                                              ---------    ---------
                                                                               (Dollars in thousands)
OPERATING ACTIVITIES
<S>                                                                           <C>          <C>
Net income                                                                    $  19,109    $  20,229
Adjustments to reconcile net income to net cash provided
  by operating activities:
   Depreciation                                                                  41,098       40,924
   Intangibles amortization                                                       2,343        3,165
   Goodwill amortization                                                          1,473        1,609
   Equity in losses of unconsolidated affiliates, net of dividends received          (9)        (525)
   Other                                                                           (699)          65
   Changes in operating assets and liabilities:
       Trade accounts receivable                                                 33,545        8,147
       Inventories                                                               10,918       (5,452)
       Special charge                                                            (3,207)          --
       Other assets and liabilities                                             (11,260)     (28,751)
                                                                                ---------    ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                        93,311       39,411

INVESTING ACTIVITIES
Purchases of systems, equipment and other assets relating to contracts          (72,142)     (33,834)
Investments in and advances to unconsolidated subsidiaries                          (37)     (11,328)
Other                                                                               209       (3,694)
                                                                              ---------    ---------
NET CASH USED FOR INVESTING ACTIVITIES                                          (71,970)     (48,856)

FINANCING ACTIVITIES
Net proceeds from issuance of long-term debt                                     61,100       37,700
Principal payments on long-term debt                                             (1,145)     (25,049)
Purchases of treasury stock                                                    (132,094)        --
Proceeds from stock options                                                      13,648         --
Other                                                                               739        1,052
                                                                              ---------    ---------
NET CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES                            (57,752)      13,703

Effect of exchange rate changes on cash                                            (217)      (2,694)
                                                                              ---------    ---------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                (36,628)       1,564

Cash and cash equivalents at beginning of period                                 46,948       11,115
                                                                              ---------    ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                    $  10,320    $  12,679
                                                                              =========    =========

See Notes to Consolidated Financial Statements
</TABLE>


                                       -5-
<PAGE>


CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - (Unaudited)

GTECH HOLDINGS CORPORATION AND SUBSIDIARIES



<TABLE>
<CAPTION>
                                                                                                                  Equity
                                                                                                     Additional   Carryover
                                                                      Outstanding         Common     Paid-in      Basis
                                                                         Shares           Stock      Capital      Adjustment
                                                                       ---------        ---------    ---------    ---------
                                                                                          (Dollars in thousands)

<S>                                                                    <C>              <C>          <C>          <C>
Balance at February 24, 2001                                           34,257,527       $     445    $ 183,294    $  (7,008)

Comprehensive income:
  Net income                                                                   --              --           --           --
  Other comprehensive income (loss), net of tax:
     Foreign currency translation                                              --              --           --           --
     Net loss on derivative instruments                                        --              --           --           --
Comprehensive income
Treasury shares repurchased                                            (5,060,100)             --           --           --
Shares reissued under employee stock purchase and stock award plans       103,477              --           --           --
Shares issued upon exercise of stock options                              561,875               6       13,642           --
                                                                       ----------       ---------    ---------    ---------
Balance at May 26, 2001                                                29,862,779       $     451    $ 196,936    $  (7,008)
                                                                       ==========       =========    =========    =========
</TABLE>


<TABLE>
<CAPTION>
                                                                      Accumulated
                                                                         Other
                                                                     Comprehensive
                                                                         Income         Retained     Treasury
                                                                         (Loss)         Earnings       Stock        Total
                                                                       ----------       ---------    ---------    ---------
                                                                                     (Dollars in thousands)

<S>                                                                   <C>               <C>          <C>          <C>
Balance at February 24, 2001                                           $  (85,852)      $ 479,305    $(255,822)   $ 314,362

Comprehensive income:
  Net income                                                                   --          19,109           --       19,109
  Other comprehensive income (loss), net of tax:
     Foreign currency translation                                          (9,764)             --           --       (9,764)
     Net loss on derivative instruments                                      (416)             --           --         (416)
                                                                                                                  ---------
Comprehensive income                                                                                                  8,929
Treasury shares repurchased                                                    --               --    (132,094)    (132,094)
Shares reissued under employee stock purchase and stock award plans            --          (1,050)       2,620        1,570
Shares issued upon exercise of stock options                                   --              --           --       13,648
                                                                       ----------       ---------    ---------    ---------
Balance at May 26, 2001                                                $  (96,032)      $ 497,364    $(385,296)   $ 206,415
                                                                       ==========       =========    =========    =========
</TABLE>

See Notes to Consolidated Financial Statements




                                       -6-
<PAGE>



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

GTECH HOLDINGS CORPORATION AND SUBSIDIARIES

NOTE A -- BASIS OF PRESENTATION

The accompanying  unaudited  consolidated financial statements of GTECH Holdings
Corporation (the "Company"), the parent of GTECH Corporation, have been prepared
in accordance with generally accepted accounting principles ("GAAP") for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes required by GAAP for complete financial statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three-month  period  ended May 26, 2001 are not  necessarily  indicative  of the
results that may be expected for the full fiscal year ending  February 23, 2002.
The  balance  sheet at  February  24,  2001 has been  derived  from the  audited
financial  statements  at  that  date.  For  further  information  refer  to the
Consolidated   Financial  Statements  and  footnotes  thereto  included  in  the
Company's fiscal 2001 Annual Report on Form 10-K.

Certain   reclassifications  have  been  made  to  the  prior  years'  financial
statements to conform to the current year presentation.


NOTE B -- INVENTORIES                              May 26,        February 24,
                                                    2001              2001
                                             ---------------     ---------------
                                                   (Dollars in thousands)
Inventories consist of:
       Raw materials                         $        29,902     $        45,689
       Work in progress                               67,976              57,210
       Finished goods                                  8,993              14,890
                                             ---------------     ---------------
                                             $       106,871     $       117,789
                                             ===============     ===============


NOTE C -- LONG-TERM DEBT                           May 26,        February 24,
                                                    2001              2001
                                             ---------------     ---------------
                                                   (Dollars in thousands)
Long-term debt consists of:
       7.75% Series A Senior Notes due 2004  $       150,000     $       150,000
       7.87% Series B Senior Notes due 2007          150,000             150,000
       Revolving credit facility                      61,100                 ---
       Deferred gain on interest rate swaps           12,291              12,810
       Other                                           7,545               7,663
                                             ---------------     ---------------
                                                     380,936             320,473
       Less current portion                            3,961               3,512
                                             ---------------     ---------------
                                             $       376,975     $       316,961
                                             ===============     ===============

Through June 21, 2001, the Company had an unsecured revolving credit facility of
$400,000,000 expiring in June 2002 (the "Credit Facility"). At May 26, 2001, the
weighted  average  interest  rate for  outstanding  borrowings  under the Credit
Facility was 4.3%. On June 22, 2001, the Company  refinanced its Credit Facility
with a  syndicate  of nine  banks  led by The Bank of  America.  The new  credit
facility provides for an unsecured  revolving line of credit of $300,000,000 and
matures in June 2006.



                                       -7-
<PAGE>



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(continued)


NOTE D -- INCOME TAXES

The  Company's  effective  income tax rate is greater  than the  statutory  rate
primarily due to state income taxes and certain expenses that are not deductible
for income tax purposes.


NOTE E -- COMMITMENTS AND CONTINGENCIES

See "Legal  Proceedings"  in Part II, Item 1 and  "Management's  Discussion  and
Analysis of Financial  Condition  and Results of  Operations"  in Part I, Item 2
herein.


NOTE F -- EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per
share:

                                                   May 26,           May 27,
                                                    2001              2000
                                             ---------------     ---------------
                                             (Dollars and shares in thousands,
                                                  except per share amounts)
Numerator:
       Net income                            $        19,109     $        20,229

Denominator:
       Weighted average shares-Basic                  30,760              34,829

Effect of dilutive securities:
       Employee stock options and
       unvested restricted shares                        576                  28
                                             ---------------     ---------------
       Weighted average shares-Diluted                31,336              34,857
                                             ===============     ===============


Basic earnings per share                     $           .62     $           .58
                                             ===============     ===============

Diluted earnings per share                   $           .61     $           .58
                                             ===============     ===============





                                       -8-
<PAGE>



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(continued)


NOTE G -- COMPREHENSIVE INCOME

The following table sets forth the components of comprehensive income:
<TABLE>
<CAPTION>

                                                          May 26,           May 27,
                                                           2001              2000
                                                    ---------------     ---------------
                                                          (Dollars in thousands)

<S>                                                 <C>                 <C>
Net income                                          $        19,109     $        20,229

Other comprehensive (loss) income,
   net of tax:
   Foreign currency translation                              (9,764)             (8,099)
   Net (loss) gain on derivative instruments                   (416)                347
                                                    ---------------     ---------------
   Comprehensive income                             $         8,929     $        12,477
                                                    ===============     ===============
</TABLE>


NOTE H -- SEGMENT INFORMATION

The Company  presently has one reportable  segment,  the Lottery segment,  which
provides online, high speed,  highly secured  transaction  processing systems to
the worldwide  lottery industry.  Executive  management of the Company evaluates
segment  performance  based on net operating profit after income taxes. The "All
Other"  category (as reported  below) is comprised of the Company's  Transactive
and IGI/Europrint subsidiaries.

The Company's business segment data is summarized below:

                                                May 26,           May 27,
                                                 2001              2000
                                          ---------------     ---------------
                                                (Dollars in thousands)
Revenues from external sources:
         Lottery                          $       227,907     $       230,623
         All other                                  7,058              11,375
                                          ---------------     ---------------
         Consolidated                     $       234,965     $       241,998
                                          ===============     ===============


Net operating profit after income taxes:
         Lottery                          $        24,671     $        25,561
         All other                                   (557)              (100)
                                          ---------------     --------------
         Consolidated                     $        24,114     $        25,461
                                          ===============     ===============





                                       -9-
<PAGE>



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(continued)

The following is a reconciliation  of net operating profit after income taxes to
net income as reported on the Consolidated Income Statements:

                                               May 26,           May 27,
                                                2001              2000
                                         ---------------     ---------------
                                               (Dollars in thousands)

Net operating profit after income taxes  $        24,114     $        25,461
    Reconciling items, net of tax:
    Interest expense                              (3,982)             (4,291)
    Other                                         (1,023)               (941)
                                         ---------------     ---------------
       Net income                        $        19,109     $        20,229
                                         ===============     ===============


NOTE I -- SPECIAL CHARGES

In  fiscal  2001,  the  Company  recorded  special  charges  of  $42,270,000  in
connection with certain  contractual  obligations and a value  assessment of the
Company's  business  operations.  The major  components  of the special  charges
consisted of $13,958,000 for a workforce reduction that eliminated approximately
255 Company  positions  worldwide,  $11,518,000 for  contractual  obligations in
connection with the departures in July 2000 of the Company's former Chairman and
Chief  Executive  Officer  and former  President  and Chief  Operating  Officer,
$8,536,000 for costs associated with the exit of certain business strategies and
product lines and  $8,258,000 for the  termination of consulting  agreements and
facility exit costs, net of gains on the disposition of Company aircraft.

A summary of the special charge activity,  which is included in accrued expenses
in the Company's Consolidated Balance Sheets, is as follows:

<TABLE>
<CAPTION>

                                                                   Exit of Certain
                                     Worldwide       Executive       Business
                                     Workforce       Contractual   Strategies and
                                     Reduction       Obligations    Product Lines       Other           Total
                                   --------------   -------------- ----------------  ------------   ------------
                                                    (Dollars in thousands)
<S>                                <C>              <C>            <C>               <C>            <C>
Special charges                    $       13,958   $       11,518 $          8,536  $      8,258   $     42,270
Cash expenditures                          (6,032)          (9,965)          (4,140)       (3,289)       (23,426)
Noncash charges                               ---              ---           (4,396)       (4,017)        (8,413)
                                   --------------   -------------- ----------------  ------------   ------------
Balance at February 24, 2001                7,926            1,553              ---           952         10,431
Cash expenditures                          (1,886)            (129)             ---        (1,192)        (3,207)
                                   --------------   -------------- ----------------  ------------   -----------
Balance at May 26, 2001            $        6,040   $        1,424 $            ---  $       (240)  $      7,224
                                   ==============   ============== ================  ============   ============
</TABLE>


NOTE J -- STOCK REPURCHASE

In the first quarter of fiscal 2002, the Company repurchased 5,060,100 shares of
its Common  Stock for  $132,094,000,  including  5,000,000  shares from its then
largest shareholder for $130,000,000.




                                       -10-
<PAGE>




Item 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS
                  -------------------------------------------------

Certain  statements  contained in this section and  elsewhere in this report are
forward-looking  statements  within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities  Exchange Act of 1934. Such statements may
include, without limitation, statements relating to (i) the future prospects for
and stability of the lottery  industry and other businesses in which the Company
is engaged or expects to be engaged,  (ii) the future  operating  and  financial
performance of the Company,  (iii) the ability of the Company to retain existing
business and to obtain and retain new business, and (iv) the results and effects
of legal proceedings and investigations. Such forward-looking statements reflect
management's  assessment based on information  currently available,  but are not
guarantees  and are subject to risks and  uncertainties  that could cause actual
results to differ  materially  from those  contemplated  in the  forward-looking
statements. These risks and uncertainties include, but are not limited to, those
set forth below and elsewhere in this report,  in the Company's fiscal 2001 Form
10-K, and in the Company's  subsequent  press releases and Form 10-Q's and other
reports and filings with the Securities and Exchange Commission.

General

The Company operates on a 52- to 53-week fiscal year ending on the last Saturday
in February and fiscal 2002 ends on February 23, 2002.

The Company has derived  substantially all of its revenues from the rendering of
services  and the sale or supply of  computerized  online  lottery  systems  and
components  to  government-authorized  lotteries.  Service  revenues  have  been
derived primarily from lottery service contracts.  These contracts are typically
at least five years in duration,  and are generally based upon a percentage of a
lottery's gross online lottery sales.  These  percentages  vary depending on the
size of the lottery and the scope of services  provided to the lottery.  Product
sale revenues have been derived  primarily from the  installation  of new online
lottery systems, installation of new software and sales of lottery terminals and
equipment in connection with the expansion of existing lottery systems. The size
and timing of these  transactions  have resulted in  variability in product sale
revenues from period to period.  The Company currently  anticipates that product
sales during fiscal 2002 will be in a range of $165 million to $175 million.

The Company has taken steps to broaden its offerings of high-volume  transaction
processing  services  outside of its core business of providing  online  lottery
services. For example, the Company has entered into agreements which permit bill
payments over its  Brazilian  and Chilean  lottery  networks.  In addition,  the
Company continues to develop,  and where permitted,  market, its UWin!  internet
based platform  through which  international  providers of  government-sponsored
lottery products and services may offer interactive games.

The Company's  business is highly  regulated,  and the competition to secure new
government  contracts is often intense.  Awards of contracts to the Company are,
from time to time, challenged by competitors.  Further,  there have been and may
continue  to  be   investigations   of  various  types,   including  grand  jury
investigations,    conducted   by   governmental   authorities   into   possible
improprieties  and  wrongdoing in  connection  with efforts to obtain and/or the
awarding of lottery  contracts  and related  matters.  In light of the fact that
such  investigations  frequently are conducted in secret,  the Company would not
necessarily  know of the  existence of an  investigation  that might involve the
Company.  Because the Company's  reputation for integrity is an important factor
in its  business  dealings  with  lottery  and  other  government  agencies,  if
government  authorities  were to make an allegation of, or if there were to be a
finding of,  improper  conduct on the part of or  attributable to the Company in
any matter,  such an allegation or finding could have a material  adverse effect
on the Company's  business,  including its ability to retain existing  contracts



                                       -11-
<PAGE>

and  to  obtain  new or  renewal  contracts.  In  addition,  continuing  adverse
publicity  resulting from these  investigations  and related  matters could have
such a material  adverse  effect.  See "Legal  Proceedings"  in Part II,  Item 1
herein; and Part I, Item 1 - "Certain Factors That May Affect Future Performance
- Maintenance of Business Relationships and Certain Legal Matters", Part I, Item
3 - "Legal Proceedings" and Note F to the Consolidated  Financial  Statements in
the Company's  fiscal 2001 Annual Report on Form 10-K,  for further  information
concerning these matters and other contingencies.


Upcoming Significant Contract Rebids

A significant  portion of the  Company's  revenues and cash flow is derived from
its portfolio of long-term  online lottery service  contracts,  each of which in
the ordinary  course of the Company's  business  periodically  is the subject of
competitive  procurement  or  renegotiation.  Through fiscal 2003 (which ends in
February 2003), several of the Company's larger contracts, as measured by annual
revenues, (including the National Lottery of Brazil, California and Georgia) are
expected to be the subject of competitive  procurements to select contractors to
supply lottery goods and services upon the termination of the Company's  current
contracts.  In addition,  the Texas  lottery  contract,  which was the Company's
second largest  contract (based on annual  revenues) in fiscal 2001,  expires in
August 2002,  and the Texas Lottery  recently  solicited  bids for the new Texas
lottery contract. It is the Company's  understanding that it was the sole bidder
for the new Texas lottery contract.  See Part I, Item 1 -- "Certain Factors That
May Affect  Future  Performance  -Strengthening  of  Competition"  and  "Lottery
Contract Awards and Related  Significant  Developments"  in the Company's fiscal
2001  Annual  Report  on Form  10-K for  further  information  concerning  these
matters.


Results of Operations

Revenues for the first quarter of fiscal 2002 were $235.0 million,  representing
a $7.0 million,  or 2.9%,  decrease from revenues of $242.0 million in the first
quarter of fiscal 2001.

Service revenues, including lottery and other services, in the fiscal 2002 first
quarter were $210.6  million,  representing a $12.0 million,  or 5.4%,  decrease
from  service  revenues of $222.6  million in the first  quarter of fiscal 2001.
This  decrease  reflects a decline in domestic  lottery  service  revenues,  the
adverse impact of foreign exchange rates, lower multi-state jackpot activity and
the expiration of the Company's electronic benefit transfer contract in Texas.

The Company's domestic lottery service revenues were $119.3 million in the first
quarter of fiscal 2002, a decrease of 5.9% from the $126.8  million  recorded in
the same period of fiscal 2001. This decrease was primarily due to lower jackpot
activity  in the Big Game and  Powerball  states,  the  loss of  online  lottery
contracts in West Virginia, Vermont and New Hampshire and the loss of an instant
ticket validation contract in New York. These decreases were partially offset by
higher  jackpot  activity in Texas and California in the first quarter of fiscal
2002 than in the first quarter of the prior year.

The Company's  international  lottery  service  revenues in the first quarter of
fiscal 2002 were $87.3 million, a 1% decrease from the $88.1 million recorded in
the first quarter of fiscal 2001,  primarily due to agreed upon contractual rate
changes,  along with the impact of the  reduction in the dollar value of foreign
currencies.  This  decrease  was  partially  offset by an  increase  in sales by
international  lotteries,  which grew 14.9% in the  fiscal  2002 first  quarter,
primarily  driven by sales  growth in Brazil and  Morocco  and the launch of the
national lotteries in Ukraine and Colombia.

Product  sales in the first  quarter  of  fiscal  2002 were  $24.4  million,  an
increase of $5.0  million over the $19.4  million of product  sales in the first
quarter of fiscal 2001.  This  increase was  primarily  driven by the sale of an
instant  ticket  system to our customer in Israel.  The Company did not sell any
lottery  terminals  during the first  quarter of fiscal 2002, as compared to the
sale of  approximately  400  lottery  terminals  during  the  fiscal  2001 first
quarter.



                                       -12-
<PAGE>

Gross  margins on service  revenues  were 31.4% in the fiscal 2002 first quarter
compared to 35.9% in the first quarter of fiscal 2001, primarily driven by lower
jackpot  activity,  contractual  rate changes and start-up losses on new lottery
system installations in Colombia and the Ukraine.

Had average  foreign  exchange  rates in the fiscal 2002 first  quarter been the
same as those in the  first  quarter  of  fiscal  2001,  the  Company's  service
revenues  and gross  profit for the fiscal  2002 first  quarter  would have been
higher by  approximately  $8.2  million  and $2.7  million,  respectively,  than
reported for the fiscal 2002 first  quarter.

Gross margins on product sales fluctuate depending on the mix, volume and timing
of product sales contracts. Gross margins on product sales of 18.3% in the first
quarter of fiscal 2002 were comparable to the same period last year.

Selling, general and administrative expenses in the first quarter of fiscal 2002
were $29.6  million,  representing  a $3.0 million,  or 9.2%,  decrease from the
$32.6 million  incurred in the first  quarter of fiscal 2001.  This decrease was
primarily  attributable to cost reductions driven by the continued  execution of
the value assessment initiatives  implemented in fiscal 2001. As a percentage of
revenues,  selling,  general and  administrative  expenses  were 12.6% and 13.5%
during the first quarters of fiscal 2002 and 2001, respectively.

Research and development  expenses in the first quarter of fiscal 2002 were $7.6
million,  representing  a $5.3  million,  or 40.9%,  decrease  from research and
development  expenses of $12.9 million in the first quarter of fiscal 2001. This
decrease  again reflects the effect of cost  reductions  driven by the continued
execution of the value assessment  initiatives  implemented in fiscal 2001. As a
percentage  of revenues,  research and  development  expenses were 3.2% and 5.3%
during the first quarters of fiscal 2002 and 2001, respectively.

Other income of $2.2 million in the first  quarter of fiscal 2002 was  comprised
principally of the  amortization  of the gain on the sale of the Company's 22.5%
equity  interest in Camelot  Group plc  ("Camelot"),  which the Company  sold in
April 1998, and which is being amortized over the remaining  period of Camelot's
first operating  license,  due to expire in September 2001.  Other income in the
first quarter of fiscal 2001 of $.7 million was comprised of the amortization of
the gain on the sale of the Company's  interest in Camelot,  partially offset by
minority interest expense associated with the Company's 40% equity interest in a
South African telecommunications company.

The Company's  effective income tax rate decreased from 39% in the first quarter
of fiscal  2001 to 38% in the first  quarter of fiscal 2002  principally  due to
lower state taxes and a reduction in non-deductible expenses.



                                       -13-
<PAGE>

Changes in Financial Position, Liquidity and Capital Resources

During the first quarter of fiscal 2002, the Company  generated $93.3 million of
cash from  operations.  This cash,  together  with $61.1 million of net proceeds
from the issuance of long-term  debt and available  cash on hand,  was primarily
used to fund the  purchase  of $72.1  million of  systems,  equipment  and other
assets  relating to contracts and to repurchase  $132.1 million of the Company's
common stock.

Trade accounts  receivable  decreased by $28.5  million,  from $118.7 million at
February 24, 2001 to $90.2 million at May 26, 2001, primarily due to collections
of receivables related to product sales recorded in the fourth quarter of fiscal
2001,  along with the  collection  of amounts due from our customer in the Czech
Republic resulting from the successful resolution of contractual issues.

Inventories decreased by $10.9 million, from $117.8 million at February 24, 2001
to $106.9  million at May 26, 2001,  primarily  due to the shipment of inventory
for new  system  installations  in New York and Ohio,  along with the sale of an
instant  ticket  system to our customer in Israel.  This  decrease was partially
offset by increased inventory related to a new system installation in Portugal.

Other assets decreased by $8.3 million, from $116.7 million at February 24, 2001
to $108.4 million at May 26, 2001,  primarily due to scheduled payments received
on  long-term  sales  type  leases,  along  with the  sale in March  2001 of the
Company's  interest in three of the four joint ventures with Full House Resorts,
Inc.  Included in other assets at May 26, 2001 were  investments in and advances
to unconsolidated  affiliates totaling $27.4 million.  The Company  periodically
evaluates  the net  realizable  value of these  investments  to  determine  if a
permanent  impairment  exists  and,  in  the  opinion  of  management,  no  such
impairment  existed  at  May  26,  2001.  However,   should  future  events  and
circumstances indicate a permanent impairment has occurred with regard to one or
more of these investments, a charge to expense would be recorded at that time to
reflect the adjustment in the net realizable value of the underlying investment.

Accounts payable  decreased by $4.7 million,  from $49.3 million at February 24,
2001 to $44.6  million at May 26, 2001,  primarily due to the timing of payments
relating to ongoing lottery system installations.

Accrued expenses  decreased by $6.6 million,  from $65.6 million at February 24,
2001 to $59.0 million at May 26, 2001, primarily due to payments made related to
the  special  charge  recorded  in  fiscal  2001,  along  with  the  payment  of
semi-annual interest on the Company's Senior Notes.

Employee compensation decreased by $13.2 million, from $31.9 million at February
24,  2001 to $18.7  million at May 26,  2001,  primarily  due to the  payment of
fiscal 2001 management incentive compensation and employee profit sharing.

Income taxes payable,  which are reported net of income tax refunds  receivable,
increased  by $4.6  million,  from $64.6  million at February  24, 2001 to $69.2
million at May 26, 2001. This increase was primarily due to the timing of income
tax payments.

Long-term  debt, less current  portion  increased by $60.0 million,  from $317.0
million at February 24, 2001 to $377.0 million at May 26, 2001, primarily due to
borrowings  under  the  Company's  Credit  Facility  to  partially  finance  the
repurchase in March 2001 of 5 million  shares of Common Stock from the Company's
then largest shareholder.

The  Company's  business is  capital-intensive.  Although it is not  possible to
estimate  precisely,  due to the nature of the business,  the Company  currently
anticipates that the level of capital  expenditures  for systems,  equipment and
other assets  relating to  contracts  required  during  fiscal 2002 will be in a
range of $220 million to $240 million.  The  principal  sources of liquidity for
the Company are expected to be cash  generated  from  operations  and borrowings
under the Company's Credit Facility. As of May 26, 2001 the Company had utilized
approximately  $61.1 million of its $400 million  Credit  Facility.  On June 22,
2001, the Company  refinanced its Credit Facility with a syndicate of nine banks
led by The Bank of America.  The new credit  facility  provides for an unsecured
revolving line of credit of  $300,000,000  and matures in June 2006. The Company
currently  expects that its cash flow from  operations and available  borrowings
under its new Credit Facility will be sufficient for the  foreseeable  future to
fund its anticipated  working capital and ordinary capital expenditure needs, to
service  its  debt  obligations,  to fund  anticipated  internal  growth  and to
repurchase  shares of the Company's  Common Stock,  from time to time, under the
Company's open market share repurchase program.



                                       -14-
<PAGE>
Market Risk Disclosures

The primary  market risk inherent in the  Company's  financial  instruments  and
exposures is the potential  loss arising from adverse  changes in interest rates
and foreign currency rates. The Company's exposure to commodity price changes is
not  considered  material  and is  managed  through  its  procurement  and sales
practices.  The Company did not own any marketable  equity securities during the
first quarter of fiscal 2002.

Interest rates

Interest rate market risk is estimated as the potential change in the fair value
of the Company's  total debt or current  earnings  resulting from a hypothetical
10% adverse change in interest  rates. At May 26, 2001, the estimated fair value
of the Company's  fixed rate debt, as  determined by an  independent  investment
banker,  approximated  $303.6  million.  At May 26,  2001,  a  hypothetical  10%
increase  in  interest  rates  would  reduce  the  estimated  fair  value of the
Company's  fixed rate debt to $298.3 million and a hypothetical  10% decrease in
interest rates would  increase the estimated  fair value of the Company's  fixed
rate debt to $309.0 million.

A  hypothetical  10% adverse or favorable  change in interest  rates  applied to
variable rate debt would not have a material effect on current earnings.

The Company uses various  techniques to mitigate the risk associated with future
changes in interest rates,  including  entering into interest rate swaps and the
private  placement  of fixed  rate debt.  In June  2001,  after the close of the
fiscal 2002 first quarter,  the Company entered into two interest rate swaps for
an aggregate amount of $150.0 million which  effectively  entitle the Company to
exchange  fixed rate payments for variable rate payments from the period June 6,
2001 to August 15, 2007.


Foreign Currency Exchange Rates

Foreign  exchange  exposures  arise from current  transactions  and  anticipated
transactions  denominated  in a  currency  other  than  an  entity's  functional
currency and from the  translation  of foreign  currency  balance sheet accounts
into United States dollar balance sheet accounts.

The Company seeks to manage its foreign  exchange risk by securing  payment from
its customers in U.S. dollars, by sharing risk with its customers,  by utilizing
foreign currency borrowings, by leading and lagging receipts and payments and by
entering into foreign currency  exchange and option  contracts.  In addition,  a
significant  portion of the costs attributable to the Company's foreign currency
revenues are payable in the local  currencies.  Whenever  possible,  the Company
negotiates  clauses into its contracts that allow for price adjustments should a
material change in foreign exchange rates occur.

The Company, from time to time, enters into foreign currency exchange and option
contracts  to reduce the  exposure  associated  with  current  transactions  and
anticipated transactions denominated in foreign currencies. However, the Company



                                       -15-
<PAGE>

does not engage in currency  speculation.  At May 26, 2001, a  hypothetical  10%
adverse change in foreign  exchange rates would result in a translation  loss of
$14.4  million  that would be  recorded in the equity  section of the  Company's
balance sheet.

At May 26, 2001, a  hypothetical  10% adverse  change in foreign  exchange rates
would result in a net transaction loss of $2.9 million that would be recorded in
current  earnings after  considering the effects of foreign  exchange  contracts
currently in place.

At May 26, 2001, a  hypothetical  10% adverse  change in foreign  exchange rates
would result in a net reduction of cash flows from anticipatory  transactions in
fiscal 2002 of $16.0 million.  The percentage of fiscal 2002  anticipatory  cash
flows that were hedged varied  throughout  the first quarter of fiscal 2002, but
averaged 15%.

As of May 26, 2001,  the Company had contracts for the sale of foreign  currency
of approximately $98.3 million (primarily  Australian dollars, Euro and Moroccan
Dirhams) and the purchase of foreign  currency of  approximately  $49.6  million
(primarily pounds sterling).





                                       -16-
<PAGE>



Item 3.  Quantitative and Qualitative Disclosures about Market Risk

See "Market Risk Disclosures" above.


PART II. OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

As  previously  reported,  the Company,  W. Bruce Turner,  the Company's  former
Chairman and Chief Executive  Officer,  and its former Chief  Operating  Officer
have been  named as  defendants  in a  shareholder  class  action  suit,  Sandra
Kafenbaum,  v. GTECH Holdings  Corporation,  et al, brought in the U.S. District
Court of Rhode Island. In April 2001, the Company and the other defendants moved
to  dismiss  the  amended  complaint  in this  lawsuit on the  grounds  that the
allegations  made in the amended  complaint are unsupported by fact and fail, in
any event,  to state a cause of action under the federal  securities  laws. This
motion is pending.  While the Company  believes that it has good defenses to the
claims  made in this  lawsuit,  at the  present  time the  Company  is unable to
predict the outcome, or the financial statement impact, if any, of this lawsuit.

For information  respecting this and certain other legal  proceedings,  refer to
Part  I,  Item 1 -  "Certain  Factors  That  May  Affect  Future  Performance  -
Maintenance of Business Relationships and Certain Legal Matters", Part I, Item 3
- "Legal Proceedings" and Note F to Consolidated  Financial  Statements,  in the
Company's fiscal 2001 Annual Report on Form 10-K.


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

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

         10.1     Credit  Agreement,  dated June 22,  2001,  by and among  GTECH
                  Corporation,   as  Borrower,   Bank  of  America,   N.A.,   as
                  Administrative  Agent and as  Lender,  and the  Lenders  party
                  thereto from time-to-time.

         10.2     Amendment,  dated May 4, 2001, to the Agreement dated March 5,
                  2001,  as  amended,  by and  between the Company and Howard C.
                  Cohen.

         10.3     Amendment,  dated as of June 1, 2001, to the Agreement,  dated
                  as of August 9, 2000,  by and between the Company and W. Bruce
                  Turner.

(b) The Company did not file any reports on form 8-K during the quarter to which
    this report relates.



                                       -17-
<PAGE>




                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                 GTECH HOLDINGS CORPORATION



Date:  July 3, 2001  By  /s/ Jaymin B. Patel
                      ---------------------------------------------------------
                      Jaymin B. Patel, Senior Vice President and Chief Financial
                      Officer (Principal Financial Officer)



Date:  July 3, 2001  By  /s/ Robert J. Plourde
                      ------------------------------------------------
                      Robert J. Plourde, Vice President and Corporate
                      Controller (Principal Accounting Officer)









                                       -18-