##### 









UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, DC 20549





Form 10-K/ A


(Amendment No. 1)


|           |  |                                                                                             
|---------- |  | --------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                             
|þ          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934    
|          
|           |  | For the fiscal year ended: February 25, 2006                                                
|          
|OR        
|          
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
|          
|           |  | For the transition period
    from           to           .                                 

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
    incorporation or organization)                      |  | (I.R.S. Employer
    Identification Number)
|                                                                                       
|55 Technology Way, West Greenwich, Rhode Island(Address of Principal Executive Offices) |  | 02817(Zip Code)                            

Registrants telephone number, including area code:


(401) 392-1000


Securities registered pursuant to Section 12(b) of the
Act:


|                            |  |                                           
|--------------------------- |  | ------------------------------------------
|Title of Each Class:        |  | Name of Each Exchange on Which Registered:
|                            |  |                                           
|Common Stock $.01 par value |  | New York Stock Exchange                   

Securities registered pursuant to Section 12(g) of the
Act:


None





o þ


o þ


þ o


o




þ o o


o þ






DOCUMENTS INCORPORATED BY REFERENCE












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EXPLANATORY NOTE




PART III




|         |                                                   
|-------- | --------------------------------------------------
|Item 10. | Directors and Executive Officers of the Registrant

|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |          |      |         |         |  |      |  | 
|--------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------- | ---- | ------- | ------- |  | ---- |  | 
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |          |      | Present |        
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Director |      |         | Term    | 
|Name, Age And Occupation(1) |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Since    |      |         | Expires | 
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |          |      |         |         | 
|Paget L. Alves, 51          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |          | 2005 | (2)     |         |  | 2008 | 
|                            | Senior Vice President of the Enterprise Markets business unit
    within the Sprint Business Solutions division of Sprint
    Corporation, a leading telecommunications company, since
    November 2003. Prior to this, Mr. Alves served as Chief
    Operating Officer of Centennial Communications, a leading
    provider of regional wireless and integrated communications
    services, from February 2002 until March 2003; and President and
    Chief Executive Officer of PointOne Telecommunications, Inc., a
    leading operator of a Voice Over Internet Protocol-based
    network, from June 2000 until December 2001. Previously,
    Mr. Alves served as President of the Sales and Support
    business unit of Sprint Corporation from August 1996 until June
    2000. PointOne Telecommunications, Inc. filed a petition seeking
    protection under Chapter 11 of the Federal bankruptcy laws
    in September 2001. In 2001, Unipoint Holdings purchased most of
    the assets of PointOne Telecommunications, Inc.                                                                                                                                                                                                                |          |      |         |         |  |      |  | 
|                           
|Christine M. Cournoyer, 54  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |          | 2003 | (2)     |         |  | 2007 | 
|                            | Chief Operating Officer of Picis, Inc., a leading provider
    of care automation and clinical performance tools to manage care
    in perioperative and critical care environments, since April
    2006. Prior to this Ms. Cournoyer was Managing Director,
    Database Solutions, of Harte-Hanks, Inc., a worldwide provider
    of direct and targeted marketing services, since February 2005.
    Previously, Ms. Cournoyer was a self-employed private
    business consultant from July 2003 to February 2005, and served
    as President and Chief Operating Officer of Lightbridge, Inc., a
    global provider of mobile and online business solutions and
    services, from April 2002 through July 2003. From 1995 to 2002,
    Ms. Cournoyer served as a Vice President at IBM, where she
    was responsible for worldwide administration, fulfillment, and
    IT for IBMs Software Group. Prior to IBM,
    Ms. Cournoyer was Senior Vice President of IT and Customer
    Operations at Lotus Development Corporation. Earlier in her
    career, Ms. Cournoyer held roles of increasing
    responsibility at Bolt, Bernanek & Newman, and Wang
    Laboratories. Ms. Cournoyer is also a director of the
    Stride Rite Corporation. |          |      |         |         |  |      |  | 
|                           
|Robert M. Dewey, Jr., 74    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |          | 1995 |         |         |  | 2007 | 
|                            | Retired. Mr. Dewey served as Senior Advisor, Donaldson,
    Lufkin & Jenrette, Inc. (DLJ), an
    investment banking firm, from January 1998 through December
    1999. Previously, Mr. Dewey was the Chairman of Autranet,
    Inc., a wholly-owned subsidiary of DLJ, from January 1996 to
    January 1998, and Managing Director, Institutional Equities
    Division, of Donaldson, Lufkin & Jenrette Securities
    Corporation, a subsidiary of DLJ, from 1983 through June 1995.
    Mr. Dewey is the Companys non-executive Chairman of
    the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |          |      |         |         |  |      |  | 





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##### 



|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |          |      |         |         |  |      |  | 
|--------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------- | ---- | ------- | ------- |  | ---- |  | 
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |          |      | Present |        
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Director |      |         | Term    | 
|Name, Age And Occupation(1)             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Since    |      |         | Expires | 
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |          |      |         |         | 
|Burnett W. Donoho, 66                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |          | 1992 | (3)     |         |  | 2006 | 
|                                       
|                                        | Consultant. Mr. Donoho is a director of Smarthome, Inc.
    Previously, he served as President and Chief Executive Officer
    of Wellbridge Company, formerly Club Sports International (an
    operator of upscale health clubs) from November 1998 to August
    2000. Prior to this, Mr. Donoho was a self-employed retail
    consultant from January 1998 to October 1998; Vice Chairman and
    Chief Operating Officer of Montgomery Ward, Inc., a privately
    held department store, from February 1997 through December 1997;
    a self-employed retail consultant from December 1994 through
    February 1997; the Vice Chairman and Chief Operating Officer of
    Macys East, a division of R.H. Macy & Co.,
    Inc., a department store chain, from July 1992 until December
    1994; a member of Ernst & Youngs Great Lakes
    Management Consulting Group from June 1991 to June 1992;
    consultant to and superintendent of the Chicago Public Schools
    from November 1990 to May 1991; and President of Marshall Field
    and Co., a department store chain, from 1984 to June 1990. |          |      |         |         |  |      |  | 
|The Rt. Hon. Sir Jeremy Hanley KCMG, 60 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |          | 2001 | (2)     |         |  | 2008 | 
|                                       
|                                        | Non-Executive Director of Willis Group Holdings Ltd., a
    professional service firm specializing in risk management, since
    April 2006, Blue Hackle Ltd., a security Firm, since February
    2006, Nymex Europe Ltd, a physical commodities futures exchange
    for energy and precious metals, since August 2005, and the ITE
    Group plc, an exhibition and conference organizer, since
    February 1998; and Fellow of the Institute of Chartered
    Accountants in England and Wales, since 1969. Previously, Sir
    Jeremy Hanley was a Member of the United Kingdom Parliament from
    April 1983 through May 1997, during which time he held various
    ministerial posts in the Government of the United Kingdom,
    including Cabinet Minister without Portfolio, Minister of State
    for Foreign and Commonwealth Affairs, Minister of State for the
    Armed Forces and Under-Secretary of State for Northern Ireland.
    Sir Jeremy Hanley has also served as the Chairman of the
    Conservative Party in the United Kingdom, where he is qualified
    as a chartered accountant.   |          |      |         |         |  |      |  | 
|                                       
|Philip R. Lochner, Jr., 63              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |          | 2001 | (2)     |         |  | 2007 | 
|                                       
|                                        | Director. Mr. Lochner is a director of Adelphia
    Communications Corporation, Apria Healthcare Group Inc.,
    CLARCOR Inc., Solutia Inc., CMS Energy
    Corporation and the Company. Mr. Lochner served as Senior
    Vice President and Chief Administrative Officer of Time Warner,
    Inc., the media and entertainment company, from July 1991
    through June 1998. Previously, Mr. Lochner served as a
    Commissioner on the United States Securities and Exchange
    Commission from March 1990 to July 1991.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |          |      |         |         |  |      |  | 
|James F. McCann, 54                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |          | 2003 | (2)     |         |  | 2006 | 
|                                       
|                                        | Chairman and Chief Executive Officer of 1-800-Flowers.com, Inc.,
    a leading company in the retail floral and gift industry, since
    1976. Mr. McCann is a Member of the Board of Directors of
    The Boyds Collection, Ltd., Hofstra University, National Retail
    Foundation, Willis Group Holdings Limited, and Winthrop
    University Hospital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |          |      |         |         |  |      |  | 

2



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##### 



|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |          |      |         |         |  |      |  | 
|--------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------- | ---- | ------- | ------- |  | ---- |  | 
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |          |      | Present |        
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Director |      |         | Term    | 
|Name, Age And Occupation(1) |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Since    |      |         | Expires | 
|                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |          |      |         |         | 
|Anthony Ruys, 58            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |          | 1996 |         |         |  | 2008 | 
|                           
|                            | Mr. Ruys is a Member of the Board of Directors of British
    American Tobacco plc, and the Supervisory Boards of Schiphol
    Group, Sara Lee/DE International and
    ABN AMRO Bank. Previously, he served as Chairman of
    the Executive Board of Heineken N.V., a Netherlands-based
    international brewery group, from April 2002 until October 2005
    and as an Executive Board Member of Heineken N.V. from 1993
    until October 2005. Prior to this, Mr. Ruys served as Vice
    Chairman of the Executive Board of Heineken from 1996 through
    April 2002, and, from 1974 to 1993, in increasingly senior
    positions within the Unilever Group, a Netherlands and
    U.K.-based consumer goods conglomerate. In addition,
    Mr. Ruys has served as a Member of the Dutch Tourist Board
    and as a Member of the Board of the Rembrandt Foundation, each
    since 1995. |          |      |         |         |  |      |  | 
|                           
|W. Bruce Turner, 46(4)      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |          | 1999 |         |         |  | 2006 | 
|                           
|                            | President and Chief Executive Officer of the Company since
    August 2002. Previously, Mr. Turner served as Chairman of
    the Company from July 2000 until August 2002, and as the
    Companys acting Chief Executive Officer from August 2000
    through March 2001. Prior to this, Mr. Turner was an
    independent consultant and private investor from February 1999
    to July 2000. Mr. Turner was a Managing Director, Equity
    Research, for Salomon Smith Barney (formerly Salomon Brothers)
    from January 1994 until February 1999; and Director, Leisure
    Equity Research for Raymond James & Associates from
    October 1989 until January 1994.                                                                                                                                                                                                                       |          |      |         |         |  |      |  | 




|    |                                                                                                                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Except as otherwise noted, the named individuals have had the
    occupations indicated (other than directorships) for at least
    five years.                                                                                                         
|   
|(2) | Mr. Alves, Ms. Cournoyer, Mr. McCann, Mr. Lochner and
    Sir Jeremy Hanley were appointed by the Board of Directors in
    January 2005, July 2003, February 2003, January 2001 and April
    2001, respectively, to serve as directors of the Company.
|   
|(3) | Mr. Donoho was a director of the Company from May 1990 to
    June 1991 and was again elected a director of the Company in
    October 1992.                                                                                                            
|   
|(4) | See Summary Compensation Table and Additional
    Information  Employment Agreements and
    Arrangements below.                                                                                                                                   

Audit Committee




Section 16(a) Beneficial Ownership Reporting
Compliance




3



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##### 





Code of Ethics




4



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##### 





|         |                       
|-------- | ----------------------
|Item 11. | Executive Compensation

Summary Compensation Table


2-for-1 2-for-1


|                                                        |  |                     |      |        |        |  |            |         |  |                        |           |           |           |        |           |          |         |  |           |         |  |        |         |  |  |  |   |  |  |  |        | 
|------------------------------------------------------- |  | ------------------- | ---- | ------ | ------ |  | ---------- | ------- |  | ---------------------- | --------- | --------- | --------- | ------ | --------- | -------- | ------- |  | --------- | ------- |  | ------ | ------- |  |  |  | - |  |  |  | ------ | 
|                                                        |  |                     |      |        |        |  |            |         |  | Long Term Compensation |          
|                                                        |  |                     |      |        |        |  |            |         |  |                        |          
|                                                        |  | Annual Compensation |      |        | Awards |  |            | Payouts | 
|                                                        |  |                     |      |        |        |  |            |         | 
|                                                        |  |                     |      | Other  |        |  | Restricted |         |  |                        |           | Long Term |           |        | All Other |         
|                                                        |  |                     |      | Annual |        |  | Stock      |         |  |                        |           | Compen-   |           |        | Compen-   |         
|Name and                                                |  |                     |      | Salary |        |  | Bonus*     |         |  | Compensation           |           |           | Award(s)* |        |           | Options/ |         |  | sation    |         |  | sation |        
|Principal Position(1)                                   |  | Year                |      |        | ($)(2) |  |            | ($)(3)  |  |                        | ($)(4)    |           |           | ($)(5) |           |          | SARs(6) |  |           | Payouts |  |        | ($)(7)  | 
|                                                        |  |                     |      |        |        |  |            |         |  |                        |           |           |           |        |           |          |         |  |           |         |  |        |         | 
|W. Bruce Turner                                         |  |                     | 2006 |        |        |  | 750,000    |         |  |                        | 1,400,000 |           |           |        | 70,000    |          |         |  | 1,775,250 |         |  |        | 287,500 |  |  |  |  |  |  |  | 7,110  | 
|President and Chief                                     |  |                     | 2005 |        |        |  | 746,154    |         |  |                        |          |           |           |        | 77,742    |          |         |  | 2,321,976 |         |  |        | 280,000 |  |  |  |  |  |  |  | 6,352  | 
|Executive Officer                                       |  |                     | 2004 |        |        |  | 696,154    |         |  |                        |          |           |           |        | 107,755   |          |         |  | 3,412,913 |         |  |        | 300,000 |  |  |  |  |  |  |  | 89,431 | 
|Walter G. DeSocio                                       |  |                     | 2006 |        |        |  | 300,000    |         |  |                        | 229,903   |           |           |        | 159,442   |          |         |  | 35,505    |         |  |        | 6,250   |  |  |  |  |  |  |  | 1,242  | 
|Senior Vice President,                                  |  |                     | 2005 |        |        |  | 40,385     |         |  |                        | 25,000    |           |           |        |          |          |         |  | 152,700   |         |  |        | 25,000  |  |  |  |  |  |  |  | 191    | 
|General Counsel and                                     |  |                     | 2004 |        |        |  |           |         |  |                        |          |           |           |        |          |          |         |  |          |         |  |        |        |  |  |  |  |  |  |  |       | 
|Secretary and Chief Compliance Officer, Human Resources |  |                     |      |        |        |  |            |         |  |                        |           |           |           |        |           |          |         |  |           |         |  |        |         |  |  |  |   |  |  |  |        | 
|Timothy B. Nyman                                        |  |                     | 2006 |        |        |  | 345,000    |         |  |                        | 232,616   |           |           |        | 73,879    |          |         |  | 426,060   |         |  |        | 60,000  |  |  |  |  |  |  |  | 7,708  | 
|Senior Vice President,                                  |  |                     | 2005 |        |        |  | 343,462    |         |  |                        |          |           |           |        | 70,000    |          |         |  | 462,740   |         |  |        | 39,000  |  |  |  |  |  |  |  | 7,061  | 
|Global Services                                         |  |                     | 2004 |        |        |  | 323,077    |         |  |                        | 395,644   |           |           |        | 68,695    |          |         |  | 709,445   |         |  |        | 100,000 |  |  |  |  |  |  |  | 43,666 | 
|Jaymin B. Patel                                         |  |                     | 2006 |        |        |  | 415,385    |         |  |                        | 588,080   |           |           |        | 70,000    |          |         |  | 710,100   |         |  |        | 105,500 |  |  |  |  |  |  |  | 6,971  | 
|Senior Vice President,                                  |  |                     | 2005 |        |        |  | 380,000    |         |  |                        |          |           |           |        | 72,597    |          |         |  | 902,280   |         |  |        | 104,000 |  |  |  |  |  |  |  | 6,180  | 
|Chief Financial Officer                                 |  |                     | 2004 |        |        |  | 353,846    |         |  |                        | 330,575   |           |           |        | 66,240    |          |         |  | 2,179,644 |         |  |        | 180,000 |  |  |  |  |  |  |  | 49,178 | 
|Donald R. Sweitzer                                      |  |                     | 2006 |        |        |  | 340,000    |         |  |                        | 282,744   |           |           |        | 70,000    |          |         |  | 414,225   |         |  |        | 56,000  |  |  |  |  |  |  |  | 8,622  | 
|Senior Vice President,                                  |  |                     | 2005 |        |        |  | 338,846    |         |  |                        |          |           |           |        | 71,418    |          |         |  | 462,790   |         |  |        | 45,000  |  |  |  |  |  |  |  | 8,076  | 
|Global Business                                         |  |                     | 2004 |        |        |  | 324,077    |         |  |                        | 361,519   |           |           |        | 90,383    |          |         |  | 645,391   |         |  |        | 40,000  |  |  |  |  |  |  |  | 47,561 | 
|Development and Public Affairs                          |  |                     |      |        |        |  |            |         |  |                        |           |           |           |        |           |          |         |  |           |         |  |        |         |  |  |  |   |  |  |  |        | 






| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | * | Except for Mr. DeSocio, no Named Officer received a bonus
    for fiscal 2005. For each Named Officer, (other than for
    Mr. DeSocio, who joined the Company in fiscal 2005)
    all or a portion of the bonus paid for fiscal 2004 was paid in
    the form of Restricted Stock and is not reflected in the
    Bonus column. The bonus paid in the form of
    Restricted Stock is reflected in the Restricted Stock
    Awards Column. As described in more detail below, the
    Named Officers were required to take a portion of their bonuses
    in the form of restricted stock in fiscal 2004, and could also
    elect to take all or any portion of the remainder in restricted
    stock.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Sets forth the names and principal positions of the Named
    Officers as of the end of fiscal 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(2) | Includes salary deferred under the Companys 401(k)
    retirement plan (the Retirement Plan) and its Income
    Deferral Plan 1998.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(3) | Excludes the fair market value of Restricted Shares of the
    Companys Common Stock (Restricted Shares) awarded for
    fiscal 2004 under the Companys Management Stock Bonus
    Program to all of the Named Officers (except for
    Mr. DeSocio, who joined the Company in fiscal 2005), in
    lieu of a portion of their respective cash bonuses. See
    Employment Agreements and Arrangements  Company
    Plans below, for a description of the Companys
    Management Stock Bonus Program. The value of awards of
    Restricted Shares under the Companys Management Stock
    Bonus Program with respect to fiscal 2004

5



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##### 



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | are reflected in the Restricted Stock Awards column,
    and are more fully described in footnote 5, of this table.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(4) | Includes: (i) personal benefits provided by the Company and
    payments under the Companys Executive Perquisites Program
    (which provided officers above a certain rank with a
    pre-established dollar amount for the purchase of benefits);
    (ii) taxable fringe benefits provided by the Company,
    including, without limitation, personal automobile and
    commercial airplane usage and/or allowances and the payment of
    relocation expenses and living allowances; and
    (iii) gross-ups for taxes with respect to benefits provided
    by the Company, including, without limitation, with respect to
    the Companys Executive Perquisites Program. Starting with
    respect to fiscal 2005, the Company eliminated the Executive
    Perquisites Program, the auto allowance and contributions under
    the Companys 1992 supplemental retirement plan (the
    SRP) for the Named Officers and as a partial offset,
    the company now provides the Named Officers with an annual
    contribution to a non-qualified income deferral plan. The
    Company made payments under the Executive Perquisites Program,
    prior to tax gross-up, of $27,500 to each of the Named Officers
    in fiscal 2004, except for Mr. DeSocio, who was not
    employed by the Company in fiscal 2004. The Company made a
    contribution to a non qualified income deferral plan for each of
    the Named Officers in fiscal 2006 and 2005 in the amount of
    $70,000, except for Mr. DeSocio, who only received a
    contribution for fiscal 2006. In addition, the Company provided
    taxable fringe benefits to the Named Officers in the following
    amounts: Mr. Turner  $3,326 (2005) (all paid
    with respect to relocation expenses) and $48,052 (2004)
    (including $34,302 paid with respect to relocation expenses);
    Mr. Patel  $2,597 (2005) and $11,295 (2004);
    Mr. Sweitzer  $1,418 (2005) and $14,623 (2004);
    Mr. Nyman  $3,879 (2006) and $13,750 (2004); and
    Mr. DeSocio  $57,724 (2006) (including $41,146
    paid with respect to relocation expenses). The
    gross-up payments for
    taxes were: Mr. Turner  $4,416 (2005) and
    $32,203 (2004); Mr. Patel  $27,445 (2004);
    Mr. Sweitzer  $48,260 (2004);
    Mr. Nyman  $27,445 (2004); and Mr. DeSocio
    $31,718 (2006).
|   
|(5) | Represents the value of awards of Restricted Shares to the Named
    Officers under the Companys 2002 Omnibus Stock Option and
    Long-Term Incentive Plan and the 2000 Omnibus Stock Option and
    Long-Term Incentive Plan (collectively, the Plans),
    calculated (except as provided below with respect to application
    to the Management Stock Bonus Program) as of the date of award.
    Except as provided below with respect to application of the
    Management Stock Bonus Program for fiscal 2004, none of the
    Named Officers receiving grants under the Plans was required to
    make any payment with respect to such grant, and each Named
    Officer will have the rights of a stockholder with respect to
    Restricted Shares held by him (whether or not vested), including
    the right to receive such dividends, if any, as are paid with
    respect to such Restricted Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | April 2005 Restricted Share Awards (Fiscal 2005 Awards).
    This column includes, with respect to fiscal 2005, the value, as
    of the date of grant, of awards of Restricted Shares under the
    Plans in April 2005 which vested upon grant. The numbers, and
    values, of such Restricted Shares (which are subject to
    restrictions on transfer for two years from the date of grant)
    are as follows: Mr. Turner 
    22,800 Restricted Shares, valued at $539,676;
    Mr. Nyman  7,000 Restricted Shares, valued at
    $165,690; Mr. Patel  8,000 Restricted Shares,
    valued at $189,360; and Mr. Sweitzer  7,000
    Restricted Shares, valued at $165,690.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | The Companys Management Stock Bonus Program (Fiscal
    2004). This column includes, with respect to fiscal 2004,
    the value of awards of Restricted Shares granted under the Plans
    pursuant to the Companys Management Stock Bonus Program,
    valued as of the last day of fiscal 2004. (No Named Officer
    (other than Mr. DeSocio who received a cash bonus) received
    an incentive bonus for fiscal 2005. Furthermore, in anticipation
    of completion of the Merger, the Companys Management Stock
    Bonus Program was suspended for fiscal 2006. Accordingly, the
    Companys Management Stock Bonus Program did not apply to
    fiscal 2005 or fiscal 2006, with respect to the Named Officers).
    Under this program, as in effect for fiscal 2004, each executive
    officer of the Company, including each Named Officer (other than
    Mr. DeSocio who joined the Company in fiscal 2005), was
    required to receive a portion of his or her incentive bonus in
    the form of Restricted Shares, and could elect to receive an
    additional portion of his or her incentive bonus in Restricted
    Shares which vest immediately upon grant, but are subject to
    transfer restrictions for either two or three years from the
    date of award. In addition, under the Companys

6



---



##### 



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Management Stock Bonus Program, each Named Officer (other than
    Mr. DeSocio who joined the Company in fiscal 2005),
    received with respect to fiscal 2004 additional grants of
    Restricted Shares, which vest in two or three years, as the case
    may be, assuming that the executive is continuously employed by
    the Company during the vesting period. All such grants of
    Restricted Shares are subject to the terms and conditions of the
    Management Stock Bonus Program which are described more fully in
    Employment Agreements and Arrangements  Company
    Plans, below.
|
| | Restricted Shares Held as of End of Fiscal 2006. As of
    February 25, 2006, the last day of fiscal 2006, the
    aggregate number and value of Restricted Shares held by each of
    the respective Named Officers were as follows:
    Mr. Turner  454,548 Restricted Shares, valued at
    $15,204,637; Mr. DeSocio  7,609 Restricted
    Shares, valued at $254,537; Mr. Nyman  74,560
    Restricted Shares, valued at $2,494,043;
    Mr. Patel  249,364 Restricted Shares, valued at
    $8,341,220; and Mr. Sweitzer   82,610 Restricted
    Shares, valued at $2,763,295.                      



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(6) | Represents the number of shares of Common Stock underlying stock
    options granted pursuant to the Companys 1997 Stock Option
    Plan, 2000 Omnibus Stock Option and Long Term Incentive Plan and
    2002 Omnibus Stock Option and Long Term Incentive Plan. See
    Option Grants in Last Fiscal Year below. Prior to
    fiscal 2004, stock option grants vested in equal 25% increments
    on each of the first four anniversaries of the date of grant.
    Beginning in fiscal 2004, grants of stock options for senior
    staff members vest in 25% increments on the second through the
    fifth anniversaries of the date of grant instead.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(7) | Includes the dollar value of insurance premiums paid by the
    Company during the covered fiscal year with respect to life
    insurance maintained on the lives of each of the Named Officers,
    matching contributions and profit sharing contributions paid by
    the Company with respect to the Named Officers under the 401(k)
    Plan, and amounts provided under the Companys Supplemental
    Retirement Plan (SRP), which was discontinued
    starting in fiscal 2005. The Company has discontinued the
    payment of profit sharing under the 401(k) Plan and the annual
    contribution under the SRP. During or with respect to fiscal
    2006, the Company: (i) paid insurance premiums with respect
    to life insurance maintained on the lives of the Named Officers
    in the following amounts: Mr. Turner  $810;
    Mr. Patel  $486; Mr. Sweitzer 
    $2,322; Mr. Nyman  $1,408; and
    Mr. DeSocio  $1,242; and (ii) made matching
    contributions under the 401(k) Plan for each of the named
    officers in the following amounts: Mr. Turner 
    $6,300; Mr. Patel  $6,485;
    Mr. Sweitzer  $6,300; and
    Mr. Nyman  $6,300.

7



---



##### 



Option Grants In Last Fiscal Year




|                   |  |                      |         |  |                            |  |        |             |  |                             |            |  |                    |    |          |  |     |   |           |  |  |   |            | 
|------------------ |  | -------------------- | ------- |  | -------------------------- |  | ------ | ----------- |  | --------------------------- | ---------- |  | ------------------ | -- | -------- |  | --- | - | --------- |  |  | - | ---------- | 
|                   |  | Individual Grants(1) |         |  | Potential Realizable Value | 
|                   |  |                      |         |  | at Assumed Annual Rates    | 
|                   |  | Number of Shares     |         |  | % of Options               |  |        |             |  | of Stock Price Appreciation |           
|                   |  | of Common Stock      |         |  | Granted to                 |  |        | Exercise or |  |                             |            |  | for Option Term(2) |   
|                   |  | Underlying           |         |  | Employees in               |  |        | Base Price  |  |                             | Expiration |  |                    |    |         
|Name               |  | Options Granted      |         |  | Fiscal Year                |  |        | ($/Sh)      |  |                             | Date       |  |                    | 5% |          |  | 10% |  
|                   |  |                      |         |  |                            |  |        |             |  |                             |            |  |                    |    |          |  |     |  
|W. Bruce Turner    |  |                      | 287,500 |  |                            |  | 29.12% |             |  |                             | 23.51      |  |                    |    | 4/3/2015 |  |     | $ | 4,250,777 |  |  | $ | 10,772,305 | 
|Walter DeSocio     |  |                      | 6,250   |  |                            |  | 0.63%  |             |  |                             | 23.51      |  |                    |    | 4/3/2015 |  |     | $ | 92,408    |  |  | $ | 234,181    | 
|Timothy B. Nyman   |  |                      | 60,000  |  |                            |  | 6.08%  |             |  |                             | 23.51      |  |                    |    | 4/3/2015 |  |     | $ | 887,119   |  |  | $ | 2,248,133  | 
|Jaymin B. Patel    |  |                      | 105,500 |  |                            |  | 10.69% |             |  |                             | 23.51      |  |                    |    | 4/3/2015 |  |     | $ | 1,559,850 |  |  | $ | 3,952,967  | 
|Donald R. Sweitzer |  |                      | 56,000  |  |                            |  | 5.67%  |             |  |                             | 23.51      |  |                    |    | 4/3/2015 |  |     | $ | 827,978   |  |  | $ | 2,098,258  | 






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Grants reflected in this table were non-qualified options, and
    the exercise price was equal to the fair market value of a share
    on the date of grant.                                                                                                                                                                                                                                                                              
|   
|(2) | Determined by multiplying: (a) the difference between:
    (i) the product of the per-share market price at the time
    of the grant and the sum of 1 plus the adjusted stock price
    appreciation rate (the assumed rate of appreciation compounded
    annually over the term of the option) and (ii) the
    per-share exercise price of the option, by (b) the number
    of shares underlying the option at the end of fiscal 2006.

Aggregated Option Exercises In Last Fiscal Year And Fiscal
Year-End Option Values




|                   |  |             |        |  |             |                         |                     |             |                      |               |               |  |  |             |         |  |               |   |            |  |  |   |           | 
|------------------ |  | ----------- | ------ |  | ----------- | ----------------------- | ------------------- | ----------- | -------------------- | ------------- | ------------- |  |  | ----------- | ------- |  | ------------- | - | ---------- |  |  | - | --------- | 
|                   |  |             |        |  |             | Number of Shares of     |                     |             | Value of Unexercised |              
|                   |  |             |        |  |             | Common Stock Underlying |                     |             | In-The-Money         |              
|                   |  | Shares      |        |  |             |                         | Stock Options(1)(2) |             |                      | Stock Options |              
|                   |  | Acquired on |        |  | Value       |                         |                     |             |                      |               |               | 
|Name               |  | Exercise(#) |        |  | Realized($) |                         |                     | Exercisable |                      |               | Unexercisable |  |  | Exercisable |         |  | Unexercisable |  
|                   |  |             |        |  |             |                         |                     |             |                      |               |               |  |  |             |         |  |               |  
|W. Bruce Turner    |  |             | 0      |  |             |                         | 0                   |             |                      |               | 2,747,500     |  |  |             | 850,000 |  |               | $ | 66,404,075 |  |  | $ | 9,617,375 | 
|Walter G. DeSocio  |  |             | 0      |  |             |                         | 0                   |             |                      |               | 0             |  |  |             | 31,250  |  |               |   | 0          |  |  | $ | 252,625   | 
|Timothy B. Nyman   |  |             | 55,000 |  |             | $                       | 870,345             |             |                      |               | 20,000        |  |  |             | 149,000 |  |               | $ | 436,000    |  |  | $ | 1,586,780 | 
|Jaymin B. Patel    |  |             | 0      |  |             |                         | 0                   |             |                      |               | 265,000       |  |  |             | 299,500 |  |               | $ | 5,594,750  |  |  | $ | 2,963,850 | 
|Donald R. Sweitzer |  |             | 0      |  |             |                         | 0                   |             |                      |               | 101,000       |  |  |             | 141,000 |  |               | $ | 2,103,750  |  |  | $ | 1,403,040 | 






|    |                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | All stock options reflected in this table were non-qualified
    options granted pursuant to the Companys 1994 Stock Option
    Plan, 1997 Stock Option Plan, 2000 Omnibus Stock Option and
    Long-Term Stock Option Plan or 2002 Omnibus and Long-Term
    Incentive Plan, and are subject to the terms of such plans.                                                        
|   
|(2) | Calculated based upon the aggregate of the difference between:
    (i) $33.45, which was the per-share closing price of the
    Common Stock on the New York Stock Exchange on February 24,
    2006, the last trading day of the Companys 2006 fiscal
    year, and (ii) the per-share exercise prices for those
    stock options which were
    in-the-money on that
    date.

8



---



##### 



Compensation Of Directors








Employment Agreements and Arrangements


Mr. Turner


three-year




The August 2002 Agreement.


9



---



##### 















10



---



##### 







The August 2005 Agreement.










11



---



##### 











i.e






12



---



##### 







The Turner/ Lottomatica Agreement.


18-month gross-up 18-month


13



---



##### 







Other Named Officers








14



---



##### 













15



---



##### 











Company Plans






16



---



##### 











i.e.






17



---



##### 









Human Resources and Compensation Committee Interlocks and
Insider Participation in Compensation Decisions




The Human Resources And Compensation Committee Report on
Executive Compensation






| |                         
| | ------------------------
| | Compensation Philosophy.



18



---



##### 









| |                                         
| | ----------------------------------------
| | Executive Officer Employment Agreements.







| |                                    
| | -----------------------------------
| | Principal Elements of Compensation.



Determination of Compensation.


Base Salary.


Annual Bonus.


19



---



##### 





Stock-Based Incentive Awards.






| |                                                      
| | -----------------------------------------------------
| | Rationale for Fiscal 2006 Compensation of Mr. Turner.





20



---



##### 







| |                
| | ---------------
| | Section 162(m).





| |                                                                                             
| | --------------------------------------------------------------------------------------------
| | The Fiscal 2006 Human
    Resources and Compensation Committee of the
    Board of Directors
|
| | Burnett W. Donoho, Chairman                                                                 
| | Philip R. Lochner, Jr.                                                                      
| | James F. McCann                                                                             
| | Anthony Ruys                                                                                
| | Robert M. Dewey, Jr.
    (non-voting
    ex officio member)                                 



21



---



##### 



Shareholder Return Performance Graph






COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*


AMONG GTECH HOLDINGS CORPORATION, THE S&P 500 INDEX,


AND A PEER GROUP





|                           |  |  |                         |        |  |      |  |  |        |  |  |      |  |        |      |  |  |      |        |  |  |  |  |        |  |  |  |  |        |  | 
|-------------------------- |  |  | ----------------------- | ------ |  | ---- |  |  | ------ |  |  | ---- |  | ------ | ---- |  |  | ---- | ------ |  |  |  |  | ------ |  |  |  |  | ------ |  | 
|                           |  |  |                         |        |  |      |  |  |        |  |  |      |  |        |      |  |  |      |        |  |  |  |  |        | 
|                           |  |  | Cumulative Total Return |        | 
|                           |  |  |                         |        |  |      |  |  |        |  |  |      |  |        |      |  |  |      |        |  |  |  |  |        | 
|                           |  |  | 2/01                    |        |  | 2/02 |  |  | 2/03   |  |  | 2/04 |  |        | 2/05 |  |  | 2/06 |       
|                           |  |  |                         |        |  |      |  |  |        |  |  |      |  |        |      |  |  |      |        |  |  |  |  |        | 
|GTECH HOLDINGS CORPORATION |  |  |                         | 100.00 |  |      |  |  | 197.63 |  |  |      |  | 215.64 |      |  |  |      | 440.13 |  |  |  |  | 354.58 |  |  |  |  | 512.94 |  | 
|                           |  |  |                         |        |  |      |  |  |        |  |  |      |  |        |      |  |  |      |        |  |  |  |  |        | 
|S&P 300                    |  |  |                         | 100.00 |  |      |  |  | 90.49  |  |  |      |  | 69.96  |      |  |  |      | 96.92  |  |  |  |  | 103.68 |  |  |  |  | 112.38 |  | 
|                           |  |  |                         |        |  |      |  |  |        |  |  |      |  |        |      |  |  |      |        |  |  |  |  |        | 
|PEER GROUP                 |  |  |                         | 100.00 |  |      |  |  | 137.13 |  |  |      |  | 147.68 |      |  |  |      | 301.12 |  |  |  |  | 247.95 |  |  |  |  | 293.70 |  | 
|                           |  |  |                         |        |  |      |  |  |        |  |  |      |  |        |      |  |  |      |        |  |  |  |  |        | 

(§) McGraw-Hill








22



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##### 





|         |                                                                                                   
|-------- | --------------------------------------------------------------------------------------------------
|Item 12. | Security Ownership Of Certain Beneficial Owners And
    Management and Related Stockholder Matters



|                                                                  |  |                         |           |  |            |  |      | 
|----------------------------------------------------------------- |  | ----------------------- | --------- |  | ---------- |  | ---- | 
|                                                                  |  | Amount And Nature Of    |           |  | Percent Of | 
|Name And Address Of Beneficial Owner(1)                           |  | Beneficial Ownership(2) |           |  | Class      | 
|                                                                  |  |                         |           |  |            | 
|W. Bruce Turner, Director, Executive Officer                      |  |                         | 3,331,467 |  |            |  | 2.62 | 
|Paget A. Alves, Director                                          |  |                         | 12,880    |  |            |  | *    | 
|Christine M. Cournoyer, Director                                  |  |                         | 37,957    |  |            |  | *    | 
|Walter G. DeSocio, Executive Officer                              |  |                         | 7,628     |  |            |  | *    | 
|Robert M. Dewey, Jr., Director                                    |  |                         | 272,136   |  |            |  | *    | 
|Burnett W. Donoho, Director                                       |  |                         | 154,360   |  |            |  | *    | 
|The Rt. Hon. Sir Jeremy Hanley KCMG, Director                     |  |                         | 96,366    |  |            |  | *    | 
|Philip R. Lochner, Jr., Director                                  |  |                         | 98,182    |  |            |  | *    | 
|James F. McCann, Director                                         |  |                         | 67,247    |  |            |  | *    | 
|Timothy B. Nyman, Executive Officer                               |  |                         | 124,879   |  |            |  | *    | 
|Jaymin B. Patel, Executive Officer                                |  |                         | 578,596   |  |            |  | *    | 
|Anthony Ruys, Director                                            |  |                         | 83,368    |  |            |  | *    | 
|Donald R. Sweitzer, Executive Officer                             |  |                         | 214,576   |  |            |  | *    | 
|All Directors and Executive Officers, as a group
    (17 persons) |  |                         | 5,610,214 |  |            |  | 4.41 | 






| |   |             
| | - | ------------
| | * | less than 1%



|    |                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Unless otherwise noted, the address of each beneficial owner
    listed is c/o GTECH Holdings Corporation, 55 Technology
    Way, West Greenwich, RI 02817.                                                             
|   
|(2) | The number of shares of our common stock deemed outstanding for
    purposes of determining the percentage of common stock held by a
    person or entity includes 127,353,511 shares outstanding as
    of May 4, 2006.







23



---



##### 





Securities Authorized for Issuance Under Equity Compensation
Plans




|                                                                         |  |                     |           |  |                   |                     |                     |                    |  |  |           | 
|------------------------------------------------------------------------ |  | ------------------- | --------- |  | ----------------- | ------------------- | ------------------- | ------------------ |  |  | --------- | 
|                                                                         |  |                     |           |  |                   | Number of Shares    |                    
|                                                                         |  |                     |           |  |                   | Remaining Available |                    
|                                                                         |  | Number of Shares to |           |  |                   |                     | for Future Issuance |                   
|                                                                         |  | be Issued Upon      |           |  | Weighted-Average  |                     |                     | Under Equity       | 
|                                                                         |  | Exercise of         |           |  | Exercise Price of |                     |                     | Compensation Plans | 
|                                                                         |  | Outstanding         |           |  | Outstanding       |                     |                     | (Excluding Shares  | 
|                                                                         |  | Options, Warrants   |           |  | Options, Warrants |                     |                     | Reflected in First | 
|Plan Category                                                            |  | and Rights          |           |  | and Rights        |                     |                     | Column)            | 
|                                                                         |  |                     |           |  |                   |                     |                     |                    | 
|Equity compensation plans approved by the Companys
    shareholders     |  |                     | 7,709,541 |  |                   | $                   | 14.79               |                    |  |  | 5,920,871 | 
|Equity compensation plans not approved by the Companys
    shareholders |  |                     | 0         |  |                   |                     | N/A                 |                    |  |  | 0         | 
|Total                                                                    |  |                     | 7,709,541 |  |                   | $                   | 14.79               |                    |  |  | 5,920,871 | 



|         |                                       
|-------- | --------------------------------------
|Item 14. | Principal Accountant Fees and Services





|                   |  |             |           |  |      |   |           | 
|------------------ |  | ----------- | --------- |  | ---- | - | --------- | 
|                   |  | Fiscal Year |          
|                   |  |             |          
|                   |  | 2006        |           |  | 2005 |  
|                   |  |             |           |  |      |  
|Audit Fees         |  | $           | 2,040,000 |  |      | $ | 2,362,000 | 
|Audit Related Fees |  |             | 2,004,000 |  |      |   | 304,000   | 
|Tax Fees           |  |             | 228,000   |  |      |   | 271,000   | 
|All Other Fees     |  |             |          |  |      |   |          | 
|                   |  |             |           |  |      |  
|                   |  | $           | 4,272,000 |  |      | $ | 2,937,000 | 
|                   |  |             |           |  |      |  

Audit Fees


10-Q,


Audit-Related Fees




24



---



##### 





Tax Fees




All Other Fees




Audit Committee Pre-Approval Policy and Procedures




PART IV




|         |                                           
|-------- | ------------------------------------------
|Item 15. | Exhibits and Financial Statement Schedules

15(a)(3) Exhibits


Exhibits


| |   |    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2 | .1 |  | Agreement and Plan of Merger, dated as of January 10, 2006,
    by and among Lottomatica S.p.A., Gold Holding Co., Gold
    Acquisition Corporation and GTECH Holdings Corporation
    (Holdings) (incorporated by reference to
    Exhibit 2.1 of Holdings Current Report on
    Form 8-K filed on January 10, 2006).*                                                                                                                                  
|
| | 3 | .1 |  | Restated Certificate of Incorporation of Holdings, as amended
    (incorporated by reference to Exhibit 3.1 to the
    Form S-l of Holdings and GTECH Corporation
    (GTECH), Registration No. 33-31867).*                                                                                                                                                                                                                                               
|
| | 3 | .2 |  | Certificate of Amendment to the Certificate of Incorporation of
    Holdings (incorporated by reference to Exhibit 3.2 to the
    Form S-1 of Holdings, Registration No. 33-48264).*                                                                                                                                                                                                                                                                        
|
| | 3 | .3 |  | Certificate of Amendment of the Certificate of Incorporation of
    Holdings (incorporated by reference to Appendix C of
    Holdings 2004 Notice of Annual Meeting and Proxy
    Statement).*                                                                                                                                                                                                                                                             
|
| | 3 | .4 |  | Amended and Restated By-Laws of Holdings (incorporated by
    reference to Exhibit 3.3 of Holdings 2004
    Form 10-K.*                                                                                                                                                                                                                                                                                                                                    
|
| | 4 | .1 |  | Credit Agreement, dated as of October 25, 2004, among
    GTECH, the Bank of America, N.A., Calyon New York Branch and the
    other lenders party thereto (incorporated by reference to
    Exhibit 99(a) to Holdings Current Report on
    Form 8-K filed on October 29, 2004).*                                                                                                                                                                         
|
| | 4 | .2 |  | Indenture, dated as of December 18, 2001, by and among
    Holdings, GTECH, GTECH Rhode Island Corporation, GTECH Latin
    America Corporation, and The Bank of New York (incorporated by
    reference to Exhibit 4.1 of Holdings 10-Q for
    the quarterly period ended November 24, 2001).*                                                                                                                                                           
|
| | 4 | .3 |  | Registration Rights Agreement, dated December 18, 2001, by
    and among Credit Suisse First Boston Corporation, Bank of
    America Securities LLC, and Merrill Lynch, Pierce
    Fenner & Smith Incorporated, as Representatives, and
    Holdings, GTECH, GTECH Rhode Island Corporation, and GTECH Latin
    America Corporation (incorporated by reference to
    Exhibit 4.2 of Holdings 10-Q for the quarterly
    period ended November 24, 2001).*

25



---



##### 



| |    |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -- | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 4  | .4   |  | Indenture, dated as of October 15, 2003, by and among
    Holdings, GTECH, GTECH Rhode Island Corporation, GTECH Latin
    America Corporation, Interlott Technologies, Inc., and the Bank
    of New York (incorporated by reference to Exhibit 4.1 of
    Registration Statement on Form S-4 filed by Holdings,
    GTECH, GTECH Rhode Island Corporation, GTECH Latin America
    Corporation and Interlott Technologies, Inc. on
    December 10, 2003 (the 2003 Form S-4)).*
|
| | 4  | .5   |  | Registration Rights Agreement, dated October 9, 2003, by
    and among Citigroup Global Markets Inc. and Merrill Lynch Pierce
    Fenner & Smith Incorporated, as representatives of the
    initial purchasers, and Holdings, GTECH, GTECH Rhode Island
    Corporation, GTECH Latin America Corporation and Interlott
    Technologies, Inc. (incorporated by reference to
    Exhibit 4.3 to the 2003 Form S-4).*                                                               
| | 4  | .6   |  | Indenture, dated as of November 19, 2004, by and among
    Holdings, as issuer; GTECH, GTECH Rhode Island Corporation and
    GTECH Latin America Corporation, as guarantors, and SunTrust
    Bank, as trustee (incorporated by reference to Exhibit 4.1
    to the Current Report on Form 8-K filed on
    November 22, 2004).*                                                                                                                                                  
|
| | 4  | .7   |  | Registration Rights Agreement, dated November 19, 2004, by
    and among Banc of America Securities LLC and Citigroup Global
    Markets Inc., as representatives of the several initial
    purchasers, and Holdings, GTECH, GTECH Rhode Island Corporation
    and GTECH Latin America Corporation (incorporated by reference
    to Exhibit 4.2 to the Current Report on Form 8-K filed
    on November 22, 2004).*                                                             
|
| | 4  | .8   |  | Specimen Form of certificate of Common Stock (incorporated by
    reference to Exhibit 4.18 of the S-1 of Holdings,
    Registration No. 33-54236).*                                                                                                                                                                                                                                                                                                                               
| | 10 | .1   |  | Agreement, dated as of January 10, 2006, by and among
    DeAgostini S.p.A. and Holdings (incorporated by reference to
    Exhibit 10.1 of Holdings Current Report on
    Form 8-K filed on January 10, 2006).*                                                                                                                                                                                                                                                                   
|
| | 10 | .2   |  | Form of Director Indemnification Agreement, dated as of
    August 10, 2005, between Holdings and, respectively, each
    of Robert M. Dewey, Jr., Paget L. Alves, Christine
    Cournoyer, Burnett W. Donaho, Sir Jeremy Hanley, Philip R.
    Lochner, Jr., James F. McCann, and Anthony Ruys
    (incorporated by reference to Exhibit 99(a) of
    Holdings Current Report on Form 8-K filed on
    August 12, 2005).*                                                        
|
| | 10 | .3   |  | Amended and Restated Employment Agreement, dated August 2,
    2005, by and among Holdings, GTECH and W. Bruce Turner
    (incorporated by reference to Exhibit 10.1 of
    Holdings 10-Q forth quarterly period ended
    August 27, 2005).*                                                                                                                                                                                                                                     
|
| | 10 | .4   |  | Severance Agreement and Release, dated as of November 24,
    2004, by and between Holdings and Kathleen McKeough
    (incorporated by reference to Exhibit 10.5 of
    Holdings 2005 10-K).*                                                                                                                                                                                                                                                                                     
|
| | 10 | .5   |  | Separation Agreement and Release, dated as of April 15,
    2005, by and between Holdings and David J. Calabro (incorporated
    by reference to Exhibit 10.2 of Holdings 10-Q
    for the quarterly period ending May 28, 2005).*                                                                                                                                                                                                                                                
|
| | 10 | .5.1 |  | Separation Agreement and Release, dated as of April 22,
    2005, by and between Holdings and Barbara Burns (incorporated by
    reference to Exhibit 10.3 of Holdings 10-Q for
    the quarterly period ended May 28, 2005).*                                                                                                                                                                                                                                                    
|
| | 10 | .6   |  | Form of Agreement, relating to a potential change of control
    involving Holdings, entered into between Holdings and,
    respectively, certain members of senior management (incorporated
    by reference to Exhibit 10.5 of Holdings
    2000 10-K).*                                                                                                                                                                                                                        
|
| | 10 | .7   |  | List of signatories to Agreement relating to potential change of
    control involving Holdings and certain members of senior
    management, with the respective dates of such Agreements.*                                                                                                                                                                                                                                                                                       
|
| | 10 | .8   |  | Form of Executive Separation Agreement (incorporated by
    reference to Exhibit 10.12 of Holdings
    2003 10-K).*                                                                                                                                                                                                                                                                                                                                                               
|
| | 10 | .9   |  | Schedule of Recipients of Executive Separation Agreements.*                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | 10 | .10  |  | Schedule of Recipients of Company Contributions to the Amended
    and Restated Income Deferral Plan (1998).*                                                                                                                                                                                                                                                                                                                                                                      
|
| | 10 | .11  |  | Contract for Lottery Operations and Services, dated
    October 10, 2001, by and between the Texas Lottery
    Commission and GTECH (incorporated by reference to
    Exhibit 10.1 of Holdings 10-Q for the quarterly
    period ended November 24, 2001.)*                                                                                                                                                                                                                       
|
| | 10 | .12  |  | Amendment No. 1 to Contract for Lottery Operations and
    Services, dated October 18, 2001, by and between the Texas
    Lottery Commission and GTECH (incorporated by reference to
    Exhibit 10.2 of Holdings 10-Q for the quarterly
    period ended November 24, 2001).*                                                                                                                                                                                                    

26



---



##### 



| |    |     |  |                                                                                                                                                                                                                                                                                                                                                                           
| | -- | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 10 | .13 |  | Agreement between Caixa Econômica Federal and RACIMEC
    Informatica Brasileira S.A. (predecessor to GTECH Brasil Ltda.)
    dated May 26, 2000, respecting the provision of goods and
    services for the Brazil National Lottery (incorporated by
    reference to Exhibit 10.12 of Holdings
    2000 10-K).*                                                        
|
| | 10 | .14 |  | Amendment to Agreement between Caixa Econômica Federal and
    RACIMEC Informatica Brasileira S.A. (predecessor to GTECH Brasil
    Ltda.) (incorporated by reference to Exhibit 10.21 of
    Holdings 2001 10-K).*                                                                                                                                                      
|
| | 10 | .15 |  | Amendment to Agreement between CEF and GTECH Brasil Ltda., dated
    September 14, 2001 (incorporated by reference to
    Exhibit 10.20 of Holdings 2003 10-K).*                                                                                                                                                                                                         
|
| | 10 | .16 |  | Amendment to Agreement between CEF and GTECH Brasil Ltda., dated
    July 1, 2002 (incorporated by reference to
    Exhibit 10.21 of Holdings 2003 10-K).*                                                                                                                                                                                                               
|
| | 10 | .17 |  | Amendment to Agreement between CEF and GTECH Brasil Ltda., dated
    January 14, 2003 (incorporated by reference to
    Exhibit 10.22 of Holdings 2003 10-K).*                                                                                                                                                                                                           
|
| | 10 | .18 |  | Fifth Amendment to Agreement between CEF and GTECH Brasil Ltda.,
    dated April 8, 2003 (incorporated by reference to
    Exhibit 10.23 of Holdings 2003 10-K).*                                                                                                                                                                                                        
|
| | 10 | .19 |  | Service Agreement between CEF and GTECH Brasil Ltda., dated
    May 12, 2005 (incorporated by reference to
    Exhibit 10.1 of Holdings 10-Q for the quarterly
    period ended May 28, 2005).*                                                                                                                                                                          
|
| | 10 | .20 |  | Master Contract, dated as of May 12, 2003, by and between
    the Company and the Rhode Island Lottery (incorporated by
    reference to Exhibit 10.2 of Holdings 10-Q for
    the quarterly period ended May 24, 2003).*                                                                                                                                                
|
| | 10 | .21 |  | Participation Agreement, dated as of December 14, 2001, by
    and among GTECH, West Greenwich Technology Associates, L.P., Key
    Corporate Capital Inc., Post Office Square Funding Inc., Credit
    Lyonnais New York Branch, The Bank of Nova Scotia, and the
    Lenders described therein (incorporated by reference to
    Exhibit 10.24 of Holdings 2002 10-K).*
|
| | 10 | .22 |  | Second Amended and Restated Indenture of Lease, dated as of
    December 14, 2001, by and between West Greenwich Technology
    Associates, L.P., and GTECH (incorporated by reference to
    Exhibit 10.25 of Holdings 2002 10-K).*                                                                                                                                     
|
| | 10 | .23 |  | Purchase Agreement, dated December 5, 2004, by and among
    Paul Gauselmann, Michael Gauselmann and GTECH (incorporated by
    reference to Exhibit 10.23 of Holdings 2005
    Form 10-K).*                                                                                                                                                                             
| | 10 | .24 |  | 2ndSupplementary
    Agreement to Purchase Agreement of December 5, 2004, among
    Paul Gauselmann, Michael Gauselmann and GTECH (incorporated by
    reference to Exhibit 10.3 of Holdings Current Report
    on Form 8-K filed on January 10, 2006).*                                                                                                                 
|
| | 10 | .25 |  | Master Agreement, dated December 5, 2004, by and among Paul
    Gauselmann, Michael Gauselmann and GTECH (incorporated by
    reference to Exhibit 10.24 of Holdings
    2005 10-K).*                                                                                                                                                                                    
|
| | 10 | .26 |  | Supplementary Agreement to Master Agreement of December 5,
    2004, among Paul Gauselmann, Michael Gauselmann and GTECH
    (incorporated by reference to Exhibit 10.2 of
    Holdings Current Report on Form 8-K filed on
    January 10, 2006).*                                                                                                                      
|
| | 10 | .27 |  | 1994 Stock Option Plan, as amended and restated (incorporated by
    reference to Exhibit 10.1 of Holdings 10-Q for
    the quarterly period ended May 31, 1997).*                                                                                                                                                                                                       
|
| | 10 | .28 |  | 1996 Non-Employee Directors Stock Option Plan
    (incorporated by reference to Exhibit 10.2 of
    Holdings 10-Q for the quarterly period ended
    May 31, 1997).*                                                                                                                                                                                                    
|
| | 10 | .29 |  | First Amendment to the 1996 Non-Employee Directors Stock
    Option Plan (incorporated by reference to Exhibit 10.27 of
    Holdings 2001 10-K).*                                                                                                                                                                                                                       
|
| | 10 | .30 |  | 1997 Stock Option Plan (incorporated herein by reference to the
    Appendix of Holdings 1997 Notice of Annual Meeting and
    Proxy Statement).*                                                                                                                                                                                                                        
|
| | 10 | .31 |  | Amendment to 1997 Stock Option Plan dated April 2, 2002
    (incorporated by reference to Exhibit 10.32 of
    Holdings 2002 10-K).*                                                                                                                                                                                                                                     
|
| | 10 | .32 |  | Holdings 1998 Non-Employee Directors Stock Election
    Plan (incorporated by reference to Exhibit 4.2 to the
    Form S-8 of Holdings, Registration Number 333-5781).*                                                                                                                                                                                                 
|
| | 10 | .33 |  | Amended and Restated Income Deferral Plan (1998) (incorporated
    by reference to Exhibit 10.32 of Holdings
    2003 10-K).*                                                                                                                                                                                                                                            
|
| | 10 | .34 |  | Holdings 1998 Employee Stock Purchase Plan, as amended and
    restated as of November 1, 2001 (incorporated by reference
    to Exhibit 10.4 of Holdings 10-Q for the
    quarterly period ended November 24, 2001).*                                                                                                                                                  
|
| | 10 | .35 |  | 1999 Non-Employee Directors Stock Option Plan
    (incorporated by reference to the Appendix of Holdings
    1999 Notice of Annual Meeting and Proxy Statement).*                                                                                                                                                                                                       

27



---



##### 



| |     |     |  |                                                                                                                                                                                                                                                                                        
| | --- | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 10  | .36 |  | First Amendment to the 1999 Non-Employee Directors Stock
    Option Plan (incorporated by reference to Exhibit 10.32 of
    the Holdings 2001 10-K).*                                                                                                                                
|
| | 10  | .37 |  | Trust Agreement, dated December 18, 1998, by and between
    Holdings and The Bank of New York, as Trustee, respecting the
    Income Deferral Plan  1998 (incorporated by reference
    to Exhibit 10.1 of the Holdings 10-Q for the
    quarterly period ended November 28, 1998).*
|
| | 10  | .38 |  | Holdings 2000 Restricted Stock Plan and Form of Restricted
    Stock Agreement (incorporated by reference to Exhibit 10.4
    of Holdings 10-Q for the quarterly period ended
    August 26, 2000).*                                                                                 
|
| | 10  | .39 |  | Holdings 2000 Omnibus Stock Option and Long-Term Incentive
    Plan (incorporated by reference to Holdings Proxy
    Statement filed on September 22, 2000).*                                                                                                                        
| | 10  | .40 |  | Holdings 2002 Omnibus Stock Option and Long-Term Incentive
    Plan (incorporated by reference to Holdings Proxy
    Statement filed on June 21, 2002).*                                                                                                                             
|
| | 10  | .41 |  | Holdings 2004 Employee Stock Purchase Plan (incorporated
    by reference to Appendix B of Holdings Proxy Statement
    filed on June 25, 2004).*                                                                                                                                    
|
| | 10  | .42 |  | Forms of Stock Option Agreement respecting awards under
    Holdings plans (incorporated by reference to
    Exhibit 10.40 of Holdings 2005 10-K).*                                                                                                                                  
|
| | 10  | .43 |  | Forms of Restricted Stock Agreement respecting awards under
    Holdings plans (incorporated by reference to
    Exhibit 10.41 of Holdings 2005 10-K).*                                                                                                                              
|
| | 10  | .44 |  | Holdings Management Stock Bonus Program (incorporated by
    reference to Exhibit 10.40 of Holdings
    2003 10-K).*                                                                                                                                                                 
|
| | 10  | .45 |  | Senior Staff Officer Stock Ownership Plan, dated July 1,
    2003 (incorporated by reference to Exhibit 10.1 of
    Holdings 10-Q for the quarterly period ended
    May 24, 2003).*                                                                                                  
|
| | 10  | .46 |  | OEM Purchase Agreement by and between GTECH and TransAct
    Technologies Incorporated, dated July 2, 2002 (incorporated
    by reference to Exhibit 10.45 as Holdings
    2004 10-K).*                                                                                               
|
| | 10  | .47 |  | OEM Purchase Agreement, by and between GTECH and Tokyo Magnetic
    Printing Co. Ltd, dated July 9, 1999 (incorporated by
    reference to Exhibit 10.46 as Holdings
    2004 10-K).*                                                                                                 
|
| | 10  | .48 |  | OEM Purchase Agreement, by and between GTECH and BCM Advanced
    Research, dated December 11, 2002 (incorporated by
    reference to Exhibit 10.47 as Holdings
    2004 10-K).*                                                                                                      
|
| | 12  | .1  |  | Computation of Ratio of Earnings to Fixed Charges.*                                                                                                                                                                                                                                    
|
| | 14  | .1  |  | The Companys Code of Conduct applicable to, among others,
    its Chief Executive Officer, Chief Financial and principal
    accounting officer(incorporated by reference to
    Exhibit 14.1 of Holdings 2003 10-K).*                                                               
|
| | 21  | .1  |  | Subsidiaries of the Company.*                                                                                                                                                                                                                                                          
|
| | 23  | .1  |  | Consent of Independent Registered Public Accounting Firm,
    Ernst & Young LLP.*                                                                                                                                                                                                      
|
| | +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.*                                                






|  |                
|- | ---------------
|+ | Filed herewith.



|  |                 
|- | ----------------
|* | Previously filed



28



---



##### 



SIGNATURES






| |                           
| | --------------------------
| | GTECH HOLDINGS CORPORATION



| |     |                      
| | --- | ---------------------
| | By: | /s/ Walter G. DeSocio

| |                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                          
| | Walter G. DeSocio, Senior Vice President, General Counsel
    and Secretary and Chief Compliance Officer, Human Resources

29