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                                                                   EXHIBIT 10.47


                         SCIENTIFIC GAMES HOLDINGS CORP.
                              AMENDED AND RESTATED
                          DIRECTORS' STOCK OPTION PLAN

                     (AS AMENDED AND RESTATED MAY 15, 1997)

         1.       Purpose. The Scientific Games Holdings Corp. Directors' Stock
Option Plan (hereinafter called the "Plan") is intended as an incentive and as a
means of encouraging stock ownership by public non-management members of the
Board of Directors of SCIENTIFIC GAMES HOLDINGS CORP., a Delaware corporation
(hereinafter called the "Company"), in order to increase the proprietary
interest of the non-employee directors in the Company and thereby provide them
with an increased incentive to work for the Company's success.

         2.       Administration.

                  (a) The Plan shall be administered, construed and interpreted
         by the Company's existing Stock Option Committee or by the Board of
         Directors (the "Committee"); further provided that each Committee
         member shall recuse himself or herself from all matters relating to the
         administration, construction or interpretation of this Plan in
         connection with any awards to such person. The terms and conditions of
         each individual stock option award shall be evidenced by a stock option
         certificate (hereafter a "Stock Option Certificate"), which shall be in
         accordance with the provisions of the Plan.

                  (b) The interpretation and construction by the Committee of
         any provision of the Plan, any option granted under it or any Stock
         Option Certificate and any determination by the Committee, pursuant to
         any provision of the Plan, any such option or any provisions of a Stock
         Option Certificate, shall be final and conclusive. Business shall be
         transacted by a vote of the members of the Committee, and any decision
         or determination reduced to writing and signed by the members shall be
         as fully effective as if it had been made by a vote at a meeting duly
         called and held.

         3. Eligibility. Members of the Board of Directors who are not employees
of the Company or any subsidiary of the Company (an "Eligible Director") shall
be eligible to be granted options under and pursuant to the terms of the Plan;
provided that an Eligible Director may decline to be eligible under this Plan at
any time prior to the grant to him or her of options hereunder by furnishing
written notice of such election to the Secretary of the Company.

         4. Stock. The stock subject to the options and other provisions of the
Plan shall be authorized but unissued or reacquired shares of the $0.001 par
value Common Stock of the Company (the "Common Stock"). Subject to readjustment
in accordance with the provisions of Section 5(i), the total amount of the
Common Stock on which options may be granted to Directors participating under
the Plan shall not exceed in the aggregate 275,000 shares.

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         In the event that any outstanding option (or portion thereof) under the
Plan for any reason expires unexercised or terminates without exercise prior to
the end of the period during which options may be granted, the shares of the
Common Stock allocable to the unexercised portion of such option again may be
subjected to an option under the Plan.

         5. Terms and Conditions of Options. Stock options granted pursuant to
the Plan may be evidenced by Stock Option Certificates in such form as the
Committee from time to time shall approve; such certificates and the stock
options granted hereby or thereby, shall comply with and be subject to the
following terms and conditions:

                  (a) Number of Shares. Each Stock Option Certificate shall
         state the total number of shares of the Common Stock to which it
         pertains. Each Eligible Director shall be granted, as of the first
         business day following the later of (i) his or her initial election or
         appointment to the Board or (ii) qualification as an Eligible Director,
         an option to purchase 6,000 shares of the Common Stock of the Company
         subject to adjustment under Section 5(i) (an "Initial Grant") for so
         long as shares are available under the Plan. Further, each Eligible
         Director shall be granted an annual option to purchase an additional
         3,000 shares of the Common Stock of the Company subject to adjustment
         under Section 5(i) on such date during a year as the Committee shall
         specify, or if no date shall be specified during a year, then shares
         for such year shall be granted no later than such date as immediately
         precedes the next annual meeting of the Company's stockholders (each
         such grant, a "Supplemental Grant") for so long as shares are available
         under the Plan, provided that such Eligible Director must be serving on
         the Board of Directors on the date a Supplemental Grant is to be made
         in order to receive said grant. No options shall be granted after
         September 22, 2003.

                  (b)      Option Price. The option price per share shall be the
         Fair Market Value per share of the Common Stock on the date
         the option is granted.

                  (c)      Medium and Time of Payment. The option price shall be
         payable upon the exercise of the option in an amount equal to
         the number of shares then being purchased times the per share option
         price. Payment at the election of the optionee, shall be (i) in cash;
         (ii) by delivery to the Company of a certificate or certificates for
         shares of the Common Stock duly endorsed for transfer to the Company
         with signature guaranteed, if requested by the Company, by a member
         firm of the New York Stock Exchange or by a national banking
         association; or (iii) by a combination of (i) and (ii). In the event of
         any payment by delivery of shares of the Common Stock, such shares
         shall be valued on the basis of their respective Fair Market Values (as
         defined in Section 5(d)). If payment is made by delivery of shares of
         the Common Stock, the value of such stock shall not exceed the total
         option price payment.

                  (d) Fair Market Value. For purposes of Sections 5(b) and (c),
         Fair Market Value of the Common Stock shall be determined on the date
         of grant and on the date of exercise of each stock option, as
         applicable. The term "Fair Market Value" of a share of Common Stock on
         any day shall mean (i) the last sale price on such day on the principal
         stock exchange, or the National Association of Securities Dealers'
         Automated Quotation ("NASDAQ") National Market System, as the case may
         be, on which such Common Stock is then listed or admitted


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         to trading, (ii) if no sale takes place on such day on such exchange or
         the NASDAQ National Market System, as the case may be, the average of
         the last reported closing bid and asked prices on such day as
         officially quoted on such exchange or the NASDAQ National Market
         System, as the case may be, (iii) if the Common Stock is not then
         listed or admitted to trading on any stock exchange or the NASDAQ
         National Market System, as the case may be, the average of the last
         reported closing bid and asked prices on such day in the
         over-the-counter market, as furnished by the NASDAQ system or the
         National Quotation Bureau, Inc, (iv) if neither such corporation at the
         time is engaged in the business of reporting such prices, as furnished
         by any similar firm then engaged in such business, or (v) if there is
         no such firm, as furnished by any member of the National Association of
         Securities Dealers ("NASD") selected mutually by the Optionee and the
         Corporation or, if they cannot agree upon such selection, as selected
         by two such members of the NASD, one of which shall be selected by the
         Optionee and one of which shall be selected by the Corporation.

                  (e) Terms of Options. Terms of options granted under the Plan
         shall commence on the date of grant and shall expire on the tenth
         anniversary of the date of grant, subject to Section 5(i). No option
         may be granted under the Plan after September 22, 2003.

                  (f) Vesting. Each option shall vest twenty percent (20%) per
         year beginning with the first year's anniversary of the date of grant
         until all granted options have vested. Options shall be exercisable
         immediately upon vesting; provided, however, that no option granted to
         a person who is subject to Section 16 of the Exchange Act or the rules
         and regulations promulgated thereunder shall be subject to exercise
         prior to the expiration of six months from the date of grant, and
         further provided, however, that all outstanding options shall also vest
         and be exercisable on the date of the consummation of a "change in
         control." For purposes of this section, a change in control will be
         deemed to be deemed to have occurred if any "person" or "group" of
         persons (as determined pursuant to Section 13(d) and 14(d) of the
         Exchange Act and the rules and regulations promulgated thereunder),
         other than the Management Stockholders, (i) becomes the beneficial
         owner, directly or indirectly, of voting securities of the Company, or
         securities convertible into, or exchangeable for, voting securities,
         representing more than 50% of the combined voting power of the
         Company's then outstanding securities or (ii) acquires the right or
         power to nominate and/or control, directly or indirectly, a majority of
         the members of the Board of Directors, without having first received
         the prior written consent of at least two-thirds (including the
         favorable vote of at least one Director who is a Management
         Stockholder) of the members of the entire Board of Directors in office
         prior to any such person or group of persons acquiring such right or
         power. "Management Stockholders" means the persons identified as such
         on Exhibit A hereto.

                  (g) Method of Exercise. All options granted hereunder shall be
         exercised by written notice directed to the Secretary of the Company at
         its principal place of business, accompanied by payment made in
         accordance with Section 5(c), in cash or personal check (which will be
         accepted subject to collection), or by certificates for shares of the
         Common Stock, or by a combination of cash, personal check or
         certificates for shares of the Common Stock, of the option price for
         the number of shares specified in the notice of exercise and by any
         documents required by Section 5(k). The Company shall make delivery of
         such shares


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         within a reasonable period of time; provided, however, that if any law
         or regulation requires the Company to take any action (including but
         not limited to the filing of a registration statement under the
         Securities Act of 1933 and causing such registration statement to
         become effective) with respect to the shares specified in such notice
         before the issuance thereof, then the date of delivery of such shares
         shall be extended for the period necessary to take such action.

                  (h) Effect of Termination of Service as an Eligible Director.
         In the event an optionee during his or her life ceases to be an
         Eligible Director of the Company for any reason, any vested option or
         unexercised portion thereof granted to him or her shall terminate on or
         shall not be exercisable after the earlier to occur of (i) the
         expiration date of the option, or (ii) ninety (90) days after
         termination of service as an Eligible Director. In the event of the
         death of the optionee while he or she is an Eligible Director of the
         Company, any vested option or unexercised portion thereof granted to
         him or her may be exercised by his or her personal representatives,
         heirs or legatees at any time prior to the expiration of six (6) months
         from the date of the death of the optionee, but in no event later than
         the date of expiration of the option period. In the event an optionee
         ceases to be an Eligible Director of the Company for any reason, any
         non-vested options shall terminate as of the date such person ceases to
         be an Eligible Director.

                  (i) Adjustments Upon Changes in Capitalization. In the event
         that the outstanding shares of the Common Stock of the Company are
         hereafter increased or decreased or changed into or exchanged for a
         different number or kind of shares or other securities of the Company
         in any such case by reason of a recapitalization, reclassification,
         stock split, combination of shares or dividend payable in shares of the
         Common Stock, an adjustment of like kind shall automatically be made in
         the number and kind of shares available for the granting of options
         under the Plan, subject to right of the Committee to make such further
         adjustment as it shall deem necessary to effect the provisions of this
         Section. In addition, an adjustment of like kind shall automatically be
         made in the number and kind of shares as to which outstanding options,
         or portions thereof then unexercised, shall be exercisable, to the end
         that the optionee's proportionate interest shall be maintained as
         before the occurrence of such event, subject to right of the Committee
         to make such further adjustment as it shall deem necessary to effect
         the provisions of this Section. Any such adjustment in outstanding
         options shall be made without change in the total price applicable to
         the unexercised portion of the option and with a corresponding
         adjustment in the option price per share. No fractional shares shall be
         issued or optioned in making the foregoing adjustments. No increase in
         or exchange of outstanding shares of Common Stock for fair value
         approved by the Board of Directors (whether or not in connection with a
         recapitalization or reclassification) will result in any adjustment in
         option price per share. All adjustments made by the Committee under
         this paragraph shall be conclusive.

                  Subject to any required action by the stockholders, if the
         Company shall be a party to any reorganization involving merger,
         consolidation, acquisition of the stock or acquisition of the assets of
         the Company, the Committee in its discretion may declare (a) that all
         options granted hereunder are to be terminated after giving at least
         ten days' notice to holders of


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         outstanding options, or (b) that any option granted hereunder shall
         pertain to and apply with appropriate adjustment as determined by the
         Committee to the securities of the resulting corporation to which a
         holder of the number of shares of Common Stock subject to the option
         would have been entitled. The adoption of a plan of dissolution or
         liquidation by the Board of Directors and stockholders of the Company
         shall cause every option outstanding hereunder to terminate on the
         fifteenth day thereafter; provided, in the event of the adoption of a
         plan of dissolution or liquidation in connection with a reorganization
         as provided in the preceding sentence, options outstanding hereunder
         shall be governed by and shall be subject to the provisions of the
         preceding sentence. If any rights or warrants to subscribe for
         additional shares are given pro rata to holders of outstanding shares
         of the class or classes of stock then set aside for this Plan, each
         optionee under this Plan shall be entitled to the same rights or
         warrants on the same basis as holders of the outstanding shares with
         respect to such portion of his or her option as is exercised on or
         prior to the record date for determining stockholders entitled to
         receive or exercise such rights or warrants.

                  Any issue by the Company of stock of any class, or securities
         convertible into shares of stock of any class, shall not affect, and no
         adjustment by reason thereof shall be made with respect to, the number
         or price of shares of Common Stock subject to any option except as
         specifically provided otherwise in this Section 5(i). The grant of an
         option pursuant to the Plan shall not affect in any way the right or
         power of the Company to make adjustments, reclassifications,
         reorganizations or changes of its capital or business structure or to
         merge or to consolidate or to dissolve, liquidate or sell, or transfer
         all or any part of its business or assets.

                  (j) Who May Exercise; Non-Transferability of Stock Options. No
         option shall be assignable or transferable by the optionee except by
         will or by the laws of descent and distribution or pursuant to a
         qualified domestic relations order as defined in the Internal Revenue
         Code or Title I of the Employee Retirement Income Security Act, or the
         rules thereunder; and, during the lifetime of an optionee, the option
         shall be exercisable only by the optionee.

                  (k) Optionee's Agreement. If, in the opinion of counsel for
         the Company, such action is necessary or desirable, no option shall be
         granted to any optionee unless at such time such optionee truly
         represents and warrants that the stock will be acquired for investment
         only and not for purposes of resale or distribution and makes such
         further representation and warranties as are deemed necessary or
         desirable by counsel to the Company with regard to holding and resale
         of the stock. If at the time of the exercise of any option, in the
         opinion of counsel for the Company, it is necessary or desirable, in
         order to comply with any applicable laws or regulations relating to the
         sale of securities, that the optionee shall truly represent and warrant
         that he or she is purchasing the shares that are subject to the option
         for investment and not with any present intention to resell or
         distribute the same or make other and further representations and
         warranties with regard to the holding and resale of the shares, the
         optionee, upon the request of the Committee, will execute and deliver
         to the Company an agreement or affidavit to such effect. All
         certificates issued pursuant to the exercise of any option shall be

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         marked with a restrictive legend, if such marking, in the option of
         counsel to the Company, is necessary or desirable.

                  (l) Rights as a Stockholder. An optionee shall have no rights
         as a stockholder with respect to shares covered by his or her option
         until the date of the issuance of the shares to him or her and only
         after such shares are fully paid. Unless specified in Section 5(i)
         hereof, no adjustment will be made for dividends or other rights for
         which the record date is prior to the date of such issuance.

                  (m)      Miscellaneous Provisions. The Stock Option
         Certificates authorized under the Plan shall contain such other
         provisions, including, without limitation, restriction upon the
         exercise of the option as the Committee shall deem advisable.

         6.       Effective Date and Termination of Plan.

                  (a) The Plan shall become effective upon adoption of the Plan
         by the Board of Directors of the Company; provided, however, such
         effectiveness shall be subject to the approval of the Plan by the
         holders of a majority of the voting power of the outstanding shares of
         the Company's Voting Stock, voting together, within twelve months of
         adoption by the Board of Directors if, in the opinion of counsel to the
         Company, such approval is required by Section 16 of the Exchange Act or
         by any other federal or state law, securities law or rule or regulation
         promulgated thereunder.

                  (b) The Plan, with respect to the granting of options, shall
         terminate at midnight on September 22, 2003, but the Board of Directors
         may terminate the Plan at any prior to said time and date. Such
         termination of the Plan by the Board of Directors shall not alter or
         impair any of the rights or obligations under any option theretofore
         granted under the Plan unless the affected optionee shall so consent.

         7.       Application of Funds. The proceeds received by the Company
from the sale of capital stock pursuant to options will be used for general
corporate purposes.

         8.       No Obligation to Exercise Option. The granting of an option
shall impose no obligation upon the optionee to exercise such an option.

         9.       Amendment. The Board of Directors by majority vote, at any
time and from time to time, may amend the Plan in such respects as it shall deem
advisable, to conform to any change in the law or in any other respect, except
that no amendment shall be made to the Plan which shall:

                  (a) Increase the aggregate number of shares of Common Stock of
         the Company which may be subject to options granted under the Plan
         (except by operation of the adjustment provisions of the Plan or with
         the approval of the stockholders of the Company having a majority of
         the voting power of the outstanding voting stock of the Company);


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                  (b)      Extend the term of the Plan beyond September 22,
         2003, or extend the maximum term of options granted thereunder; or

                  (c)      Affect any unexercised option granted under the Plan,
         without the consent of the optionee affected;

         provided, however, no amendment to the Plan shall require approval of
         the majority of the voting power of the outstanding voting stock of the
         Company unless, in the opinion of counsel to the Company, such approval
         is required by Section 16(b) or any other section of the Exchange Act,
         by any other federal or state law or any regulations or rules
         promulgated thereunder, and further provided that no amendment to the
         Plan shall be made more than once every six months, other than to
         comport with changes in the Internal Revenue Code, the Employee
         Retirement Income Security Act or the rules thereunder.



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                     EXHIBIT A TO FIRST AMENDED AND RESTATED
                        1993 DIRECTORS' STOCK OPTION PLAN

MANAGEMENT STOCKHOLDERS

William G. Malloy
William F. Behm
Thomas F. Little
C. Gray Bethea, Jr.
David A. Bausch
James R. Culver
John J. Kriz
Terry D. Mangold
Cliff O. Bickell



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