Exhibit 3.4


                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                GTECH CORPORATION

                                    * * * * *

     GTECH Corporation (the "Corporation"), a corporation organized and existing
under the laws of the State of Delaware, hereby certifies as follows:

     1. The name of the  corporation  is GTECH  Corporation.  The  Corporation's
original  Certificate of Incorporation  was filed with the Secretary of State on
December 23, 1980 under the name Gaming Sciences Corporation.

     2. This Restated Certificate of Incorporation was duly adopted by unanimous
written consent of the  Corporation's  Board of Directors and written consent of
its sole  stockholder in accordance  with Sections 141(f) and 228 of the General
Corporation Law of the State of Delaware.

     3. Pursuant to Sections 242 and 245 of the General  Corporation  Law of the
State  of  Delaware,   this  Restated  Certificate  of  Incorporation  restates,
integrates and further amends the provisions of the Corporation's Certificate of
Incorporation as follows:

     FIRST: The name of the Corporation is GTECH Corporation.

     SECOND:  The address of the  registered  office of the  Corporation  in the
State of Delaware is Corporation Trust Center,  1209 Orange Street,  Wilmington,
County of New Castle,  Delaware 19801.  The name of the registered  agent of the
Corporation at such address is The Corporation Trust Company.

     THIRD:  The  purpose of the  Corporation  is to engage in any lawful act or
activity for which  corporations may be organized under the General  Corporation
Law of the State of Delaware.

     FOURTH: The total number of shares of all classes of capital stock that the
Corporation  shall have  authority to issue is 300 shares of Common  Stock,  par
value $.01 per share.

     FIFTH: The business and affairs of the Corporation  shall be managed by the
board of directors.

     SIXTH: In furtherance and not in limitation of the powers  conferred by the
laws of the State of Delaware, the board of directors is expressly authorized to
adopt, amend or repeal the by-laws to the extent provided in the by-laws.

     SEVENTH:  Election of directors  need not be by written  ballot  unless the
by-laws of the Corporation so provide.

     EIGHTH: A director of the Corporation  shall have no personal  liability to
the  Corporation  or to its  shareholders  for  monetary  damages  for breach of
fiduciary duty as a director except to the extent that Section 102(b)(7) (or any
successor or additional  provision) of the General  Corporation Law of the State
of Delaware, as amended from time to time, expressly provides that the liability
of a director may not be eliminated or limited.

     NINTH:   The  Corporation   reserves  the  right  to  amend  this  Restated
Certificate of  Incorporation  in any manner permitted by Delaware Law and, with
the sole exception of those rights and powers  conferred under the above ARTICLE
EIGHTH,  all rights and powers conferred  herein on stockholders,  directors and
officers, if any, are subject to this reserved power.

     IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of
Incorporation to be executed and attested to this 15th day of January, 1993.



                                              GTECH CORPORATION


                                              By:
                                                 -------------------------------
                                                 Vice President and Treasurer


Attest:


- ----------------------
Assistant Secretary