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                                                                   EXHIBIT 10.55

                               FIRST AMENDMENT TO
                                RIGHTS AGREEMENT
                                 by and between
                         SCIENTIFIC GAMES HOLDINGS CORP.
                                       and
                           FIRST UNION NATIONAL BANK,
                                 as Rights Agent

         This FIRST AMENDMENT TO RIGHTS AGREEMENT ("Amendment") is entered into
as of October 15, 1999 by and between SCIENTIFIC GAMES HOLDINGS CORP., a
Delaware corporation (the "Company"), and FIRST UNION NATIONAL BANK, as rights
agent (the "Rights Agent").

         WHEREAS, the parties are parties to a Rights Agreement dated as of July
10, 1997 (the "Rights Agreement"); and

         WHEREAS, the parties wish to amend the Rights Agreement as set forth
herein.

         NOW, THEREFORE, for good and valid consideration, the parties agree as
follows:

Section 1.        Amendment to Definition of "Acquiring Person." The definition
                  of "Acquiring Person" set out in Section 1 of the Rights
                  Agreement is hereby deleted in its entirety and the following
                  is substituted therefor:

                           "Acquiring Person" means any Person who, together
                  with all Affiliates and Associates of such Person, shall be
                  the Beneficial Owner of 20% or more of the shares of Common
                  Stock then outstanding; provided; however, that,
                  notwithstanding the foregoing, a Person shall not be an
                  "Acquiring Person" if (i) such Person is an Excluded Person or
                  (ii) the event which causes such Person, together with all
                  Affiliates and Associates of such Person, to become the
                  Beneficial Owner of 20% or more the shares of Common Stock
                  then outstanding is (A) the acquisition of shares of Common
                  Stock by such Person pursuant to a Permitted Offer, (B) the
                  acquisition of shares of Common Stock or securities
                  convertible into or exchangeable for Common Stock directly
                  from the Company pursuant to an offer exempt from the
                  registration requirements of the Securities Act pursuant to
                  Rule 144 or Rule 144A promulgated thereunder, or (C) a
                  reduction in the number of shares of Common Stock outstanding
                  due to the repurchase of shares of Common Stock by the Company
                  unless and until such Person, after becoming aware that such
                  Person has become the Beneficial Owner of twenty (20%) or more
                  (but not more than twenty-two percent (22%)) of the then
                  outstanding shares of Common Stock, acquires Beneficial
                  Ownership of any additional shares of Common Stock.

Section  2.       Rights Agreement as Amended. The term "Agreement" as used in
                  the Rights Agreement shall be deemed to refer to the Rights
                  Agreement as amended by this Amendment. Except as amended
                  hereby, the Rights Agreement is confirmed and ratified.



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         IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the day and year first written above.

                           SCIENTIFIC GAMES HOLDINGS CORP.



                           By: /s/ William G. Malloy
                              ------------------------------------------------
                               William G. Malloy
                               President and CEO



                           FIRST UNION NATIONAL BANK, as Rights Agent



                           By: /s/ Patrick S. Edwards
                              ------------------------------------------------
                               Name:    Patrick S. Edwards
                               Title:   Vice President


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