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                                                                    EXHIBIT 14.1

GTECH CODE OF CONDUCT

INTEGRITY

-   STANDARD OF CONDUCT

GTECH conducts its business in an ethical manner, with integrity, trust, respect
and fair dealing. These values should govern our conduct when making decisions
which affect GTECH.

-   PERSONAL INTEGRITY AND COMMITMENT

Compliance is everyone's responsibility. Each of us must comply with all
applicable laws and regulations, this Code of Conduct and GTECH policies in all
dealings with one another, customers, business partners, investors, suppliers
and the communities in which we operate. As a condition of employment, GTECH
requires all employees to acknowledge their commitment to comply with the Code
of Conduct and GTECH policies.

-   RAISING INTEGRITY CONCERNS AND PROHIBITION AGAINST RETALIATION

Each of us has a responsibility and obligation to promptly report suspected or
known violations of the Code of Conduct, including any violation of law. Ethical
and compliance concerns normally should be made through regular reporting
channels. However, an employee may choose to discuss the concern with the
Director of Compliance, their Human Resources representative or the General
Counsel. In addition, an employee may choose to report the matter anonymously to
the GTECH Integrity Line or to a member of the Board of Directors of GTECH
Holdings Corporation through the "Ask the Board" e-mailbox or by contacting an
individual Director. The GTECH Integrity Line, managed by an independent
provider for the Compliance Department, is a confidential way to anonymously
report activities that may involve unethical or unlawful conduct. GTECH will not
retaliate against any employee for reporting in good faith a suspected or known
violation.

                              GTECH INTEGRITY LINE
                         IN THE U.S. CALL: 888-807-4832

                    IN THE U.K. CALL: 0800-89-0011 THEN DIAL:
                                  888-807-4832

                        ALL OTHER INTERNATIONAL LOCATIONS
                          CALL COLLECT: 01-703-683-9088

-   CONFLICT OF INTEREST

Each of us commits to dedicate our time and use our best efforts to the success
of GTECH. We must avoid actions or relationships which conflict or appear to
conflict with our job responsibilities or the interests of GTECH. Any outside
activities or relationships that may involve a conflict of interest or even the
appearance of a conflict of interest must first be approved by your manager and
then disclose to the Director of Compliance. The following

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are examples of conflicts of interest:

    -    Engaging in employment personal, business, professional or any other
    activity that interferes or conflicts with our job responsibilities at
    GTECH.

    -    Holding a substantial financial interest, directly or indirectly, in a
    current or prospective customer, supplier or competitor of GTECH, or
    serving as an employee, consultant, officer or director of that business.

    -    Directing GTECH business to a supplier owned or managed by a relative
    or close associate.

    -    Using confidential GTECH information, business opportunities or
    improperly using GTECH assets for a personal benefit or the benefit of
    relatives or close associates.

-   CONFIDENTIAL AND PROPRIETARY INFORMATION

GTECH's confidential and proprietary information and intellectual property are
extremely valuable assets and protection from theft, damage, unauthorized
disclosure or inappropriate use is critical to our competitiveness and future
success. GTECH respects the property rights of other companies and requires
employees to comply with all laws and contractual commitments protecting those
rights. If your relationship with GTECH ends for any reason, you are still bound
to maintain the confidentiality of information used or viewed during our
employment.

-   ACCURACY, RETENTION AND DISPOSAL OF DOCUMENTS AND RECORDS

All GTECH books, records, accounts, funds and assets will be maintained
accurately and fairly reflect the underlying transactions and disposition of the
assets of the Company. Every employee will maintain accurate and complete
records of transactions, invoices, time reports, expense accounts and other
Company records. No entries will be made that intentionally conceal or disguise
the true nature of any transaction. No undisclosed, unrecorded or "off-book"
funds or assets will be established for any purpose. Employees will not create
or permit the creation of false or misleading statements in financial reports or
other documents submitted to or maintained for government agencies, customers or
shareholders.

GTECH maintains rigorous business processes and a system of internal controls to
protect its physical, financial and intellectual property assets and to ensure
that management decisions are based on sound financial and economic analysis,
including consideration of risks.

All records will be retained and destroyed strictly in accordance with GTECH's
RECORD RETENTION POLICY and applicable statutory and legal requirements. We must
not tamper with or alter records or documents, nor remove or destroy them prior
to the specified date in the policy or, if the destruction policy is suspended
due to threatened or pending litigation or investigation.

-   ELECTRONIC MEDIA AND COMMUNICATIONS SYSTEMS

All electronic media and communication systems, including electronic mail,
intranet, Internet access and voice mail are GTECH assets and are to be used for
appropriate

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business purposes only. Employees should not have an expectation of privacy for
any personal communications or data created or stored on electronic media and
communication systems provided by GTECH. GTECH reserves the right to access,
monitor, inspect or disclose all electronic communications, data and information
on GTECH systems without notice.

-   FAIR EMPLOYMENT, DIVERSITY AND HARASSMENT

GTECH is committed to providing a work environment where everyone is treated
with fairness, dignity and respect. We value the differences among our
employees. GTECH provides equal employment opportunity for all employees on the
basis of qualification and merit. GTECH will not discriminate on the basis of
race, color, creed, religion, national origin, age, disability, handicap, sex,
sexual preference, marital status or any other legally protected status in
accordance with applicable law and regulations.

Any kind of harassment by or against GTECH employees is prohibited. Prohibited
conduct includes the making of degrading or humiliating jokes, slurs,
intimidation, unwelcome sexual advances or requests for sexual favors in
conjunction with employment decisions. Engaging in verbal or physical conduct
with sexual overtones that interferes with an individual's work performance or
creates an intimidating, hostile or offensive work environment is unacceptable
at GTECH.

GTECH is committed to providing a safe and healthy work environment and requires
that each employee report to work free from the influence of any substance that
could prevent him/her from conducting work activities safely and effectively.
Possession, use, sale or distribution of illegal substances in the workplace or
while conducting Company business off premises is strictly prohibited.

-   INSIDER TRADING

GTECH is committed to fair and open markets for publicly traded securities
throughout the world. Inside information is non-public, material information
that a reasonable investor is likely to consider important in making a decision
to buy or sell a security, including stock, bonds or options. Employees are
prohibited from buying or selling any GTECH securities or influencing others to
trade in such securities while the employee is aware of inside information about
GTECH that has not been disclosed to the public. Inside information may relate
to GTECH or any other company doing business with GTECH, such as customers,
vendors or business partners.

The rules on insider trading are complex. Questions or concerns regarding a
proposed transaction should be referred to the GTECH Legal Department prior to
the transaction.

BUSINESS RELATIONSHIPS

-   BUSINESS COURTESIES

Gifts and entertainment are courtesies designed to strengthen and foster
business relationships. We must avoid the appearance of impropriety when giving
gifts to or entertaining individuals who do business or are seeking to do
business with GTECH. We do not use gifts, entertainment or other incentives to
improperly influence relationships or business outcomes. Requesting or
soliciting personal gifts, favors, entertainment, or services is always
unacceptable. Any expenditure made for gifts, entertainment or

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anything of value must be reported promptly and recorded accurately on GTECH's
books.

-   GIFTS

It is GTECH's policy to discourage the receipt or giving of gifts, directly or
indirectly, by employees to individuals who do business or are seeking to do
business with GTECH. However, where not otherwise prohibited by law or GTECH
policy, GTECH employees may give or receive gifts of a promotional nature having
a value of US $75 or less. The giving or receiving of gifts of a value in excess
of US $75 requires the approval of the employee's manager with disclosure to the
Director of Compliance. In those rare situations where refusal to accept a gift
would be discourteous or otherwise harmful to GTECH, the gift may be accepted
but then it must be turned over to GTECH with notice to the Director of
Compliance. We may never accept or give cash, cash equivalents or financial
instruments (e.g., checks, gift certificates or stocks).

-   BUSINESS ENTERTAINMENT

Appropriate business entertainment (e.g., reception, meal, sporting or
theatrical event) of business partners, current or prospective, is generally
acceptable provided it is clearly intended to facilitate business goals. The
expenses involved must be moderate, reasonable and in good taste and not
otherwise prohibited by law or GTECH policy. During these events, topics of a
business nature must be discussed and GTECH personnel must be present. Business
entertainment should not be in excess of the generally accepted, legal business
practices of the country and industry involved.

-   TRANSACTIONS WITH GOVERNMENTS

In doing business with governments and officials in any country, GTECH is
committed to acting with integrity and honesty and will comply with all
applicable laws and regulations. When we sell goods or services to any
government, we must know and comply with applicable procurement laws and
policies. Except as permitted by law, GTECH does not provide gifts,
entertainment, meals, or anything else of value to government officials or
employees in connection with business discussions and transactions.

-   IMPROPER PAYMENTS

GTECH employees and representatives will not give, promise, offer or authorize a
third party to make any payment or transfer of anything of value (e.g., money,
goods or services), directly or indirectly, to a current or potential customer,
supplier or government official or employee to obtain or retain business or to
secure any improper advantage. Bribes, kickbacks or other unlawful or improper
payments while conducting GTECH business are strictly prohibited.

-   COMPETITION LAWS AND GATHERING COMPETITIVE INFORMATION

GTECH will vigorously compete in the marketplace with integrity and will comply
with competition and antitrust laws in all jurisdictions where it conducts
business. GTECH employees will not enter into any agreements, formal or
informal, that seek to limit or restrict competition or exchange information
regarding the marketing and sale of products and services. Unlawful agreements
include those which seek to fix or control prices, allocate products, markets or
territories, customers or suppliers, establish resale prices of

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a product, or condition the sale of products on an agreement to buy other GTECH
products.

GTECH's objective of offering services and products that are competitive in
quality, reliability and price is to be achieved without compromising business
integrity. We will use only proper and legal means of gathering marketing and
business information concerning competitors. We do not induce or solicit
confidential information from a competitor's past or present employees.

-   POLITICAL CONTRIBUTIONS AND LOBBYING

Contributions of GTECH funds, directly or indirectly, or the use of GTECH assets
or facilities for the benefit of government officials, political parties or
political candidates anywhere in the world is prohibited unless approved in
advance by the GTECH Government Affairs Committee in accordance with GTECH's
policies. Under no circumstances will GTECH reimburse personal political
contributions made by employees, representatives or consultants. GTECH and its
government relations consultants will comply with all federal, state and local
laws for participation in government relations, lobbying and political
activities.

COMPLIANCE

-   COMPLIANCE PROGRAM

GTECH's Compliance Program is designed to prevent, detect and respond to
violations of law and Company policies and procedures and demonstrates the
Company's absolute commitment to the highest standards of ethics and integrity
in business. The elements of the program include setting standards,
communicating the standards, providing a retribution free mechanism for
reporting potential exceptions including the GTECH Integrity Line, monitoring
and auditing, and maintaining an organizational structure that supports the
furtherance of the program.

-   GLOBAL BUSINESS CONDUCT

GTECH is committed to complying with the laws and regulations governing our
business conduct worldwide. The laws of the United States often extend to GTECH
operations, business activities and employees throughout the world. Other
countries may also apply their laws outside their borders to GTECH subsidiaries
and employees. Antibribery legislation, including the US Foreign Corrupt
Practices Act and the OECD Convention on Combating Bribery of Foreign Public
Officials in International Business Transactions, which prohibit bribery of
foreign government officials and require proper record keeping and internal
accounting controls, are of particular concern. There are also US laws which
prohibit participation in or cooperation with restrictive trade practices or
economic boycotts imposed by other nations, as well as regulations on the export
of certain products, services, technical data and software to other countries,
as well as the re-export of those items from one non-U.S. destination to
another. If you encounter conflicts between the applicable laws of two or more
countries, contact the GTECH Legal Department to resolve the conflict properly.

-   MONEY LAUNDERING PREVENTION

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GTECH will conduct business only with reputable customers and suppliers who are
involved in legitimate business activities and whose funds are derived from
legitimate sources. Every GTECH operation will take reasonable steps to ensure
that it does not accept forms of payment that have been identified as a means of
laundering money. GTECH is committed to complying fully with all applicable
anti-money laundering laws throughout the world, including laws that require the
reporting of cash or other suspicious transactions.

-   PARTICIPATION IN LOTTERIES

GTECH employees, representatives and consultants shall not participate in or
claim or receive any benefit, directly or indirectly, from any lottery game in
any jurisdiction where GTECH provides lottery services and/or products.
Employees and consultants must advise immediate family and members of their
household that they may be similarly restricted by state or local laws,
regulations or GTECH's contracts in various jurisdictions. Employees and
consultants are responsible for being familiar applicable laws, regulations and
contracts between GTECH and others pertaining to lottery services and/or
products.

-   PRESS RELEASES AND MEDIA

All communications concerning GTECH with any representative of the media or
financial community, including reporters, journalists, authors, commentators,
investors, traders and analysts, must be authorized by the Vice President of
Corporate Communications. All press releases regarding GTECH are issued by the
Corporate Communications Department in consultation with the GTECH Legal
Department and other GTECH resources.

-   PRIVACY

GTECH is committed to individual privacy and recognizes the responsibility it
has to protect the privacy rights of all persons whose personal information are
within our custody and management. GTECH will not intentionally gather or
maintain sensitive personal information that is not relevant to conducting its
business. Each employee must take care to protect individually identifiable and
sensitive personal information from inappropriate or unauthorized use or
disclosure. All GTECH operations must implement fair and responsible privacy and
information protection procedures and take reasonable steps to ensure compliance
with such procedures.