UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
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                                    FORM 8-K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (date of earliest event reported): November 16, 2004
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                           GTECH Holdings Corporation
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             (Exact name of Registrant as specified in its Charter)


                                    Delaware
                                -----------------
                 (State or other jurisdiction of incorporation)

             1-11250                                    05-0450121
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    (Commission File Number)               (IRS Employer Identification Number)

              55 Technology Way, West Greenwich, Rhode Island 02817
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               (Address of Principal Executive Offices) (Zip Code)

                  Registrant's telephone number, including area
                               code: 401-392-1000
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Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

     []   Written  communication  pursuant to Rule 425 under the  Securities Act
          (17 CFR 230.425)

     []   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 204.14a-12)

     []   Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
          Exchange Act (17 CFR 240, 14d-2(b))

     []   Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
          Exchange Act (17 CFR 240, 13e-4(c))






Item 8.01.       Other Events.
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                  This Report incorporates by reference the press release issued
by GTECH Holdings Corporation ("GTECH") on November 16, 2004, a copy of which is
attached as Exhibit 99(a) hereto,  announcing that GTECH had agreed to sell $150
million of 4.5% senior  notes due 2009,  and $150  million of 5.25% senior notes
due in 2014,  for  aggregate  proceeds of  approximately  $300  million,  in its
previously  announced  unregistered  offering to qualified  institutional buyers
pursuant to Rule 144A under the Securities Act of 1933.







                                   SIGNATURES


Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934,  as
amended,  GTECH Holdings Corporation has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.

                                GTECH HOLDINGS CORPORATION


                                By: /s/ Michael K. Prescott
                                   ---------------------------------------------
                                    Michael K. Prescott
                                    Vice President and Deputy General Counsel

Dated:  November 17, 2004





                       Exhibit Index

Exhibit Number                          Description
- ----------------------                  --------------

Exhibit 99(a)                           Press Release dated November 16, 2004