Exhibit 99.2

PRESENTATION

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OPERATOR

Ladies and  gentlemen,  thank you for standing by. Welcome to the WMS industries
Second  Quarter  Results   Conference  Call.   During  the   presentation,   all
participants  will be in a  listen-only  mode.  Afterwards,  we will  conduct  a
question-and-answer  session.  (OPERATOR  INSTRUCTIONS).  As  a  reminder,  this
conference is being recorded Tuesday, February 1, 2005.

I would now like to turn the  conference  over to Brian  Gamache,  President and
Chief Executive Officer of WMS Industries. Please go ahead, sir.

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BRIAN GAMACHE - WMS INDUSTRIES - PRESIDENT, CEO

Thanks,  operator.  Welcome to WMS'  fiscal 2005 second quarter conference call.
Scott  Schweinfurth,  our  Chief  Financial  Officer,  Orrin  Edidin,  our Chief
Operating Officer, and Kathleen McJohn, our General Counsel, are also joining us
on today's call.

This  morning,  we will update you on our  operating  results  for the  December
quarter,  discuss the  ongoing  high level of  customer  acceptance  for our new
products  and  game  themes,  including  today's  announcement  of  an  expanded
agreement with our Russian distributor, report on new product status and discuss
our  continuing  initiatives to establish WMS as the Number Two provider of slot
machines in North America.  We will also review our revenue  guidance for fiscal
2005, which we raised this morning,  as well as review our revenue  guidance for
the third quarter,  which was initiated in today's press release.  At the end of
the call, we will take questions  from investors and analysts.  Before we start,
Kathleen will review our Safe Harbor language.

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KATHLEEN MCJOHN - WMS INDUSTRIES - GENERAL COUNSEL

Thank you, Brian.

I need to remind  everyone that today's call and  simultaneous  webcast  contain
forward-looking statements concerning future business conditions and the outlook
for the Company based on currently available information that involves risks and
uncertainties.  The Company's actual results could differ  materially from those
anticipated in the  forward-looking  statements,  depending on factors described
under Item 1, "Business Risk  Factors",  in the Company's  annual report on Form
10-K for the year ended June 30, 2004, and in our more recent reports filed with
the SEC. The  forward-looking  statements  made on this call,  the webcast,  the
archived  version of the webcast and any  transcripts of this call are only made
as of this date.

I will now turn the call back over to Brian.

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BRIAN GAMACHE - WMS INDUSTRIES - PRESIDENT, CEO

Thanks, Kathleen.



It's  been  just  over a year  since we  started  shipping  our new  Bluebird(R)
cabinets powered by our CPU-NXT(TM) operating system and I believe it's becoming
increasingly  clear to those  following  the  gaming  industry  that our  casino
customers and their patrons  alike have  strongly  embraced  these new products.
Increasing   demand  we  are  experiencing  for  our  products   validates  that
perception. Since shipments of Bluebird(R) cabinets and CPU-NXT(TM) upgrade kits
began in December  2003,  we have  shipped an  aggregate of 15,912 new units and
5,938 upgrade kits.

As demonstrated by the December 2004 quarter,  demand for our products continues
to surpass our expectations for both gaming device sales and participation  game
placements.  Because of the high earnings  performance  of our new games and the
success of our award-winning  Bluebird(R) cabinet, our open orders remain strong
at over 7,800 new  Bluebird(R)  units and over 1,000  CPU-NXT(TM)  upgrade kits,
providing us with greater visibility to future results. We met or exceeded every
revenue  forecast  metric we provided as guidance for the second quarter and our
revenue visibility for the March 2005 quarter is very good.

It's been three long years since we first  announced our technology  improvement
plan in January of 2002.  In  hindsight,  most would  agree it was an  ambitious
undertaking  with both execution and  implementation  risks at many points.  But
now,  with  the  demand  we've  experienced  for  our  new  products,   WMS  has
re-established itself as the leading provider of gaming equipment.

I want to just take a moment to acknowledge all the people of Waukegan, Chicago,
Reno and Las Vegas and at other regional and international offices who committed
to the plan to put us back on the map and worked  hard and smart to pave the way
for this notable  re-emergence.  Our team is focused,  result-oriented  and will
continue to demonstrate  its unique talents as we roll out the highest number of
new games in the Company's history over the next 12 months.

While  achieving a high level of customer  acceptance  for our  products is both
critical and comforting,  we also recognize the need to show greater improvement
in our operating margin.  Let me be clear,  management is not satisfied with our
operating  margin results,  but we believe the process of  improvements  that we
have been  making for the past few  quarters  will  better  reflect  our revenue
success in the March quarter and beyond.  For the last 4 quarters,  we have been
operating  under an  all-hands-on-deck  mentality and have  attempted to balance
increasing  operating  margins and meeting our  customer  delivery  expectations
while ramping up for the dramatic growth we are now experiencing.

As we  relaunch  the  Company and our new  product  lines,  we  incurred  higher
operating  costs.  This was especially so in the December 2004 quarter,  as with
high production and shipments in the last month of the quarter, we were not able
to operate as efficiently as we would have liked.  The success we had at G2E and
the fact that our customers accelerated their purchasing decisions in advance of
the  January  1st price  increase,  resulted in a  tremendous  concentration  of
quarterly activity in the month of December.

During this past  quarter,  we incurred  over 65,000  hours of overtime  for our
personnel and we hired  temporary  staff who logged over 69,000 hours as factory
staff, install technicians and administrative staff, just to meet this bubble of
activity.  In fact,  December  2004 quarter  activity was the highest  quarterly
shipment  activity in our company's  history.  With the product  demand we have,
some  might say "it's a nice  problem to have" but let me be clear  again,  that
it's a problem that we're very intent on fixing and fixing very soon.

We've  implemented a new sales  operations  process to prime the sales  activity
evenly  throughout  the quarter,  and we're  already  seeing  terrific  results.
Beginning in January,  we have changed our production  planning to level out the
build  schedule and we are showing  that we can achieve  success in this effort.
Our factory  overtime  today is minimal and we will have  lowered the  temporary
help  throughout  the  organization  and that we will  continue to contain these
costs through



the balance of the quarter.  In this regard,  we are cautiously  optimistic,  as
we've  manufactured  34 percent of our expected  March  quarterly  production in
January  2005.  We  clearly  recognize  that  we   have  to  manage  for greater
profitability,  and the  actions we have taken are  expected  to help us achieve
this objective.

In the 2 years of creating new products,  this management team has proved it can
operate  efficiently and control costs, I can assure you this is a key focus for
the last half of our 2005 fiscal year and beyond.

Let me now turn the call over to Scott to review the financial results.

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SCOTT SCHWEINFURTH - WMS INDUSTRIES - CFO

Thanks, Brian.

This  morning,  WMS  reported  diluted  net income of 12 cents per share for the
December 2004 quarter, compared to a diluted net loss of 1 cent per share in the
December 2003 quarter.  As Brian stated,  we continue to experience  high demand
for our products, and that is reflected in the very positive revenue performance
indicators listed in the press release:

Total  revenues  of $94  million  were $4  million  above  the  high  end of our
guidance.  New unit  sales of 5,811 were 500 units in excess of the range of our
guidance,  and average  selling prices  continue to grow to $9,938 per unit. Our
average  installed base of  participation  gaming devices grew by over 550 units
from the September '04 quarter, or 13 percent, and our participation revenue per
day grew by $4.35 from the  September  2004  quarter,  or 10  percent.  We have,
however,  continued to experience  higher costs in both research and development
and selling and  administrative,  which has lowered the amount that drops to our
bottom line. I will go over the  components of the cost  increases  later in the
call and as Brian  just  discussed,  we are on top of the root  causes  of these
issues and our action plans are in place that we expect will help contain  these
costs.

Turning back to revenue,  we experienced a $42.5 million or 83 percent  increase
from the prior-year quarter to $94 million, reflecting a year-over-year increase
of $38.6  million in product  sales  revenues and an increase of $3.9 million in
gaming  operations  revenues.  Our new unit shipments were 102 percent above new
unit shipments in the prior quarter,  consisting of 5,684 Bluebird(R)  units, 90
hybrid units and 37 legacy units.

During the first half of fiscal  2005,  we've  already  shipped  over 10,000 new
units,  excluding OEM units, which equates to almost 80 percent of the total new
units we shipped in all of fiscal 2004.

Our average selling price increased $1,537,  or 18 percent,  over the prior year
quarter and increased $145 from the September  2004 quarter.  We expect that the
average selling price will continue to rise due to the 9 percent increase in the
list price of Bluebird(R)  video gaming devices that went into effect January 1,
2005.

Concurrent  with the Bluebird(R)  video price increase,  we also instituted a 25
percent  increase  in the  price  of our  game  conversion  kits  for the  video
platform. We continue to believe that our products command a high price, as they
are premium products that deliver superior earnings performance.

During the December 2004 quarter,  we shipped a total of 1,102  conversion kits,
of which 969 were  CPU-NXT(TM)  upgrade  kits.  We now have over 20 video and 10
mechanical reel for sale games approved in most  jurisdictions  and would expect
that our game conversion  revenues will be at higher levels on a  year-over-year



basis in the coming quarters. Parts, used games, conversions and OEM revenues in
total  increased  by $4.9 million to $11.6  million in the  quarter,  due to the
higher level of OEM units, as 1,500 OEM units were shipped this past quarter and
conversion kit sales  continued to excel in the December 2004 quarter.  When you
consider  our new  game  units,  OEM  manufactured  units  and  new  Bluebird(R)
participation  placements  we made this  quarter,  we shipped  over 8,500 units,
which is a record quarter for production for the Company.

In  addition  to the  success  we are  realizing  with new game  sales,  we also
experienced a significant  increase in our gaming operations  business this past
quarter, as both the quarter-ended installed base and the average installed base
experienced  very  meaningful  increases  from the September  2004 quarter.  Our
installed  base at December 31, 2004  increased  to 5,021 units,  or 12 percent,
from  September 30, 2004 and the average  installed base increased by 551 units,
or 13 percent, to 4,712 units from 4,161 units in the September 2004 quarter.

Demand  continues to be strong.  Including  the  installation  of over 200 units
since January 1, our installed base, as of today, approaches 5,250 units. I will
also point out that, in the 7 months since June 30, 2004,  our installed base of
participation  games has increased by over 1,000 units or 25 percent. We believe
this  clearly  demonstrates  the  superior  performance  of WMS games and we are
definitely recapturing our market share in this segment of the casino floor. But
even more  noteworthy was the  significant  increase in the average  revenue per
day,  which grew by over 20 percent  over the prior year  quarter and 10 percent
over the September 2004 quarter,  which is the second highest  sequential growth
rate in our history.  Our revenue per day on  participation  games  increased to
$46.30,  which is the highest  quarterly level achieved since fiscal 2000. While
we expected our Wide Area  Progressive  games with their higher  revenue per day
would  improve our average  revenue per day, the  increased  performance  of our
non-linked games on CPU-NXT(TM), particularly the MEN IN BLACK(TM) games, really
drove the increase in the overall revenue per day.

Late last week, we launched 2 Clint Eastwood video Wide Area Progressive jackpot
games  titled "A  FISTFUL OF  DOLLARS:  WANTED(TM)"  and "A FISTFUL OF  DOLLARS:
WILDSHOT(TM)"  in both  Nevada  and in the Native  American  link.  These  games
feature a unique  buy-a-WAP  wager  where the player can  participate  in the "A
FISTFUL  OF  DOLLARS(TM)"  Wide Area  Progressive  jackpot  by  wagering  only 1
additional coin rather than having to play max bet. Our open orders for over 600
of these games highlights the star power of Mr. Eastwood as well as the skill of
our game  designers in  translating  his image and persona into an  entertaining
game.

The  success of all of these new games is  accelerating  the  transition  of our
participation games and legacy cabinets to new games in Bluebird(R)  cabinets as
we  installed  1,271  new  participation  games in  Bluebird(R)  cabinet  in the
December  2004  quarter.  At December 31, 2004, approximately  40 percent of our
participation  installed base is now in Bluebird(R) cabinets.  This has resulted
in our  investment in Bluebird(R)  gaming  operations  machines  increasing at a
higher rate than originally anticipated.

Our  quarterly  consolidated  gross  profit  increased by $16.9  million,  or 58
percent,  to $46.2  million.  The gross margin on product sales  revenues was 38
percent for the quarter ended December 2004 and 39 percent for the quarter ended
December  of 2003.  The  product  mix this  quarter  impacted  the gross  margin
percentage,  as did high overtime and  temporary  help  costs as a  result of so
many of our units  being  produced  and  shipped  in the month of  December.  We
continue to expect  that,  in the future,  the gross  margin on the  Bluebird(R)
gaming  devices  will  approach in the mid-40  percent  range.  As with  greater
production  volumes,  we expect  larger  volume  discounts  from our  suppliers,
particularly  with  respect  to  electronic  components.  And  the  leveling  of
production  throughout  the quarter should reduce  overtime and temporary  staff
expense.  The recent  increase in list price is also expected to support  margin
growth. The gross profit margin on gaming operations in the December 2004



quarter  decreased to 80 percent,  compared to 84 percent in the  December  2003
quarter,  reflecting  the lower  margin of our Wide Area  Progressive  games and
higher  royalties  payable to licensors,  partially  offset by higher  royalties
received from licensees.

Operating  income grew to $4.7 million compared to a loss of $0.4 million in the
prior year quarter, as we generated an increase of $16.9 million in gross profit
partially offset by $5.8 million in higher selling and  administrative  expense,
an increase of $3.3 million in research and development  costs, and $2.7 million
in higher depreciation and amortization expense.

For the December 2004 quarter, research and development costs increased from the
prior year quarter by $3.3 million, or 32 percent, to $13.5 million. These costs
were  also  up $1.4  million  over  the  September 2004  quarter  due to  higher
regulatory  approval costs incurred for the final  approvals for CPU-NXT(TM) and
Bluebird(R)  for a greater  number of new game  themes and for the final  legacy
operating system upgrade in GLI territories,  plus headcount  increases to fully
staff our  international  game  development  studios and increased staff for the
long-term portion of the technology improvement plan.

In the December 2004 quarter,  we experienced a $5.8 million increase in selling
and administrative costs over the prior year quarter. As Brian mentioned,  these
costs increases resulted from higher  commissions based on substantially  higher
revenues,  additional headcount,  overtime and temporary contract labor for game
installs,  participation  placements and in certain  administrative areas due to
the increased demand and the timing of shipments,  and additional trade show and
marketing costs to continue to support the simultaneous  launch of 3 new product
lines and higher equity compensation costs.

Depreciation and amortization  expense increased by $2.7 million in the December
2004  quarter  as the level of  investment  in  gaming  devices  for our  gaming
operations rose with the  installation of 1,271 new games in Bluebird(R)  gaming
devices  during the December 2004 quarter.  As evidenced by the high open orders
for  participation  games noted earlier,  our investments will remain high as we
continue to roll out new participation games in our new Bluebird(R)  cabinet. We
continue to expect that  depreciation and  amortization  will be higher than the
prior year quarter for each of the quarters in fiscal 2005.

We incurred  interest and issuance cost  amortization  expense of $1 million for
the  December  2004  quarter  related  to our  2.75  percent  convertible  note.
Offsetting  this, we recorded $1.5 million of pre and post tax income related to
the final settlement of certain tax advances with our former subsidiary,  Midway
Games,  which we had  previously  fully  reserved.  We also recorded  income tax
expense of $1.6 million to reflect our revised estimated  effective tax rate for
the fiscal year of 32.5 percent.

On diluted  earnings  per share,  let me remind you that,  in any period when we
earn more than 10 cents per share as we did in the  December  2004  period,  the
if-converted method of calculating earnings per share results in the 5.8 million
shares  underlying  our  convertible  subordinated  notes being  included in the
diluted  share  count,  and net income is adjusted to add back $0.6  million per
quarter for the  after-tax  impact of interest  expense and  deferred  financing
costs.

At December 31, 2004,  cash and  short-term  investments  totaled $71.8 million,
including $1.1 million of restricted  cash for progressive  jackpots.  The $11.2
million  decrease in cash and short-term  investments  since  September 31, 2004
from  September  30, 2004 was due to $15.5 million of capital  expenditures  for
gaming operations machines which immediately  generate revenue,  $2.7 million of
capital expenditures for property, plant and equipment, and $18.1 million of net
increases in working capital investment, partially offset by $3.9 million of net
income  plus  $8.7  million  of  depreciation  expense,  plus our  deferred  tax
provision of $1.6 million,  plus non-cash expenses of $0.9 million; $8.8 million
related to option  exercises  in the period;  and $0.9 million of the effects of
exchange rates on cash.



The increase in working capital continued to result primarily from the growth of
our  business.  We had an increase of $12 million in  receivables  due to higher
revenue and because of the high unit shipments in December.  We also had a $15.1
million  increase  in total  inventory  offset by a $15.8  million  increase  in
Accounts  Payable.  Raw materials  increased by $16.8 million as we prepared for
higher  production  volumes for both product sales and gaming  operations in the
March quarter and beyond, and finished goods decreased by $1.7 million.

Our cash used for  operating  activities  totaled  $0.4 million for the December
2004 quarter.  We expect lower working capital increases in future quarters.  At
December 31, 2004, we had $115 million of convertible  debt  outstanding and our
book value per outstanding share was $8.35. Finally, our ratio of current assets
to current liabilities was approximately 5.2-to-1.

Let me turn to our guidance for fiscal 2005. We are raising our revenue guidance
to $370 to $395 million for the fiscal 2005 period,  representing an increase of
$30 million over our previous  revenue  guidance for fiscal 2005. We expect that
our total new units sold for fiscal 2005 will now range between 22,000 to 23,000
units,  which is approximately  1,000 units higher than the low end of the range
of our previous guidance at an average selling price of above $10,000. With over
10,000 units  shipped in the first half of fiscal 2005 and with average  selling
prices  tracking  where we thought,  we're  confident in achieving  these goals.
Additionally,  with  our  strong  open  orders,  we  continue  to have  the best
visibility to product sales  revenues that we've had in quite some time. We also
base  our  revenue  expectations  on the  high  number  of open  orders  for new
participation  games and  conversions  of existing  participation  games,  which
currently  totals  over 2,100 units even after our  installed  base has grown by
over 1,000  units  since  June 30,  2004.  We expect to end fiscal  2005 with an
installed  base of  participation  games  ranging  from  6,200 to  6,500  gaming
devices,  including our Wide Area  Progressive  games,  an increase of 400 units
from the low end of the  range  of our  previous  guidance.  We now  expect  our
revenue per day for fiscal 2005 to range from $45 to $48, $2 dollars higher than
our previous estimates. We also expect other elements of revenues will grow. Our
higher  level of  research  and  development,  selling  and  administrative  and
depreciation and amortization  expense will partially offset the increased gross
profit from these higher revenues.

Turning to the March 2005 quarter, we expect total revenues to range from $98 to
$103  million  with  sales of new gaming  devices  exceeding  6,000  units at an
average  selling  price above that attained in the December 2004 quarter and the
ending  participation  installed  base to grow to between  5,600 and 5,800 units
with  average  revenue per day,  per  machine,  continuing  to grow over what we
achieved in the December 2004 quarter.  We base this guidance on our open orders
for new sales games, which consists of over 7,800 new Bluebird(R) gaming devices
and over 1,000  CPU-NXT(TM)  upgrade kits, and our open orders for participation
games,  which  consist of over 2,100 units,  of which 1,600 are new  Bluebird(R)
gaming device installs and the rest are conversions to game themes.

Let me now turn the call over to Orrin for a discussion about our new products.

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ORRIN EDIDIN - WMS INDUSTRIES - COO

I want to update  everyone on the status of the exciting new game  concepts that
we displayed at the G2E show in October.

Thanks,  Scott. As Scott stated, the buy-a-WAP feature of our new Clint Eastwood
games  provides the unique  wagering  element,  which is WMS  Gaming's  very own
proprietary  innovation.  For the multi-line  multi-coin  nickel slot player, it
solves  the  dilemma of having to play max bet in order to be  eligible  for the
progressive  jackpot.  Our buy-a-WAP wager enables the player to be eligible for
the  progressive  jackpot  simply by wagering just one coin on each line -- plus
one



additional  coin -- rather than  having to play max bet on all lines,  which has
historically been associated with qualifying for a progressive jackpot.  This is
a great benefit to the multi-line  multi-coin  video player because it makes the
progressive  game more affordable and more attractive to a wider  demographic of
video slot players. This game is currently available in Nevada and on the Native
American Wide Area Progressive link.

Another  new  concept  that  we  demonstrated  at  G2E  was a  penny  Wide  Area
Progressive  link  for the  Monopoly(TM)  Money  WAP  link.  This  is our  first
multilevel   progressive  product  featuring  both  Local  Area  and  Wide  Area
Progressive  jackpots.  The Nevada and GLI Gaming  laboratories  will be testing
this  product  within the next week,  and we expect to launch these games in the
June 2005 quarter.

We also  displayed a gaming  concept  where bonus  rounds among a bank of linked
games were broadcast via a large overhead  plasma screen under the name "Jackpot
Party(R) Progressive". These games also have both Wide Area and multilevel Local
Area Progressive jackpots. This unique concept should be submitted to the gaming
laboratories next quarter with expected approval in the September 2005 quarter.

All of these unique offerings are examples of how our game design team continues
to broaden  the scope and  entertainment  level of our slot  machine  offerings,
extending the WMS legacy of  innovation  and creating  great games.  Most of you
know that  creating  these games  comes -- in creating  these great games is our
mantra and understanding  what players want through extensive market research is
our Number One focus.  The progress we expect to make on  continuing to grow our
market  share,  going  forward,  is  evidence  that this focus is  well-founded.
Therefore,  we  believe  that  we're  well on track to ascend  to the  position,
another  primary  goal,  as the Number Two  provider  of slot  machines in North
America.

Let me give you a brief update on two other important events taking place in the
current quarter.  First, in January, we completed the field trial in Mississippi
with our  Monopoly(TM)  Money Wide Area  Progressive  system and  received  full
approval for the product. This was ahead of our original expectations by about 2
months. This opens up yet another important market for our Wide Area Progressive
jackpot  games.  Second,  in March,  we  expect to start the field  trial of our
Monopoly(TM) Money Wide Area Progressive system in the Caesars properties in New
Jersey with  expected  regulatory  approval  later this summer.  So far, 7 lucky
players of our Monopoly(TM)  Money  progressive link in Mississippi,  Nevada and
tribal casinos have already hit progressive jackpots totaling over $1.2 million.
We have a variety of new Wide Area and Local Area  Progressive  products  coming
online over the next 12 months, and we clearly expect to expand our market share
in this segment of casino floors, which should increase profitability.

I also want to provide an update on our  mechanical  reel product  line.  As you
recall,  in the last week of  September,  we shipped our first  mechanical  reel
games  under  the  Can't  Lose(R)   series,   and  the  product  has  been  very
well-received  and  several  of our  corporate  customers  have  already  placed
reorders for more games. We have just begun to receive  approvals for our second
series of  mechanical  reel games  under the Scroll  Top(TM)  brand name and our
third  series under the Ring Series  brand.  In most  jurisdictions,  we have 10
mechanical  reel games  approved  and we expect  that as we build our library of
great games, game themes and our market share will also increase.  Our timing is
also  good,  as most  casinos  have new  capital  budgets  at the start of their
calendar year.

I'd now like to return the call to Brian for further commentary.

- --------------------------------------------------------------------------------
BRIAN GAMACHE - WMS INDUSTRIES - PRESIDENT, CEO



Thanks,  Orrin.  Beyond just the absolute  number of games we've  shipped in the
last 12 months and the fact that we have just  reported  results that exceed our
revenue  guidance,  there can be no clearer  evidence of how much progress we've
made in becoming  one of the premier  suppliers  of gaming  devices than today's
announcement of the expanded relationship with our Russian distributor,  Unicum.
The  Russian  market  has  received a lot of  positive  press from the trade and
business  publications  over the last 90 days and it's clear that this market is
the fastest-growing legalized market in the world. By teaming up with the market
leader,  we hope to maximize our  penetration  of this  market.  Under these new
arrangements  starting July 1, 2005,  our  distributor is expected to purchase a
minimum of 4,000 new Bluebird(R) gaming cabinets annually over the 6-year term.

Currently,  we estimate that our market share of the high and middle-end markets
in Russia is approximately 5 percent.  As a result of the stellar performance of
our new  games,  it made great  business  sense for Unicum and WMS to expand the
existing  relationship,  which of course  will  enhance our market  share.  This
extended  arrangement  is  expected to result in gross  profit  dollars at about
double of our  current  volume of Russian  business  over the 6-year term of the
agreement.

Last quarter, I discussed several specific  operational goals we had established
that I want to review.  Starting  in 12 months,  we expect to achieve 20 percent
market  share for new units  shipped in North  America each  quarter.  On gaming
operations,  we have made excellent  progress on increasing  our  footprint,  as
evidenced by adding over 1,000 games, or an increase of 25 percent from June 30,
2004 through January 31, 2005. We are particularly  pleased with the revenue per
day at $46.30 resulting from the popularity and positive earnings performance of
our new games.  Our open orders for these games  continues  to be at the highest
levels of our company's  history.  I also spoke to an expansion of international
business and clearly,  with our expanded  arrangement with Unicum,  we're making
great headway toward our goal of one-third of our product sales business  coming
from the international  operations.  Lastly,  with the continuing demand for our
product  following  the 9 percent  increase  in list price for our video  gaming
devices and a 25 percent  increase in the gaming  conversion  list price that we
implemented  effective  January 1, 2005 we believe there is further  leverage in
our pricing in the future.

Capital  allocation  remains a focus of our management team and the Board.  With
the  growth we expect  in our  revenues  and  profitability  in fiscal  2005 and
beyond, we are regularly evaluating and analyzing the uses of available cash and
anticipated free cash flow.

While we did not  repurchase  any shares under our $20 million share  repurchase
authorization  during the December quarter, we have continued our investments in
licensing  rights  to  significant  intellectual  property,   including  several
server-based  IP to enhance game playing and  functionality  for products  which
will be  introduced  as part  of the  third  phase  longer-term  portion  of our
technology  improvement  plan. We view the return on such IP investments and the
value they bring to our game designs to be distinct competitive advantage as our
licensed games continue their strong earning performances.

The Board has directed  management  to continue to grow our  business.  With our
strong  balance sheet and an improving  operating  performance,  we are actively
evaluating a variety of capital allocation options, including the acquisition of
companies or additional  intellectual  property. We continue to focus on driving
long-term shareholder value in the decisions and strategies that we employ.

In conclusion,  our management  team believes that we are on the path to rapidly
grow our market share and our return to  shareholders.  Looking back at the past
12 months and 2 years of  development  prior to that, we are delighted  with the
level of acceptance and excitement  that our products have now achieved.  During
those 3 years,  we  proved  that we could  deftly  manage  the  development  and
approval  process.  In  re-launching  the  company,  we came to realize that the
operational  requirements to handle the ever increasing demand were greater than
expected.  As such, we have implemented action plans to improve the efficiencies
of our operations and expect to see initial benefits in the current quarter.  We
are  clearly  focused  on  dramatically  growing  our market  share and  further
distinguishing  ourselves  from  others  in the  industry  to  ascend  to  North
America's Number Two provider of gaming devices.

Operator, we will now take questions.



QUESTION AND ANSWER

- --------------------------------------------------------------------------------
OPERATOR

Thank you. (OPERATOR INSTRUCTIONS). Aimee Marcel with Jefferies.

- --------------------------------------------------------------------------------
AIMEE MARCEL - JEFFERIES & CO. - ANALYST

Actually I was  curious  about the  Russian  deal.  What kind of margins are you
expecting  and what kind of pricing is actually  in Russia now  compared to your
usual units?

- --------------------------------------------------------------------------------
BRIAN GAMACHE - WMS INDUSTRIES - PRESIDENT, CEO

 Yes, the amended agreement  provides for fairly  comparable  pricing to what we
currently  have,  and the gross profit on those units is comparable to the gross
profits that we experienced on the balance of the units that we shipped. We have
not had to,  let's say,  substantially  discount  the  products  in order to get
placements.  Obviously,  with the volume of business,  there's volume  discounts
that occurs but in terms of pure  pricing,  that's not  different  than the list
prices we have for the products that we've sold in North America.

- --------------------------------------------------------------------------------
AIMEE MARCEL - JEFFERIES & CO. - ANALYST

 Okay.  Also,  what market share do you have now in California?  Do you have any
color on any timing for California?

- --------------------------------------------------------------------------------
BRIAN GAMACHE - WMS INDUSTRIES - PRESIDENT, CEO

Aimee, we announced it early on a few years back when it was at its peak that we
had reached 25 percent market share there. I believe, because of the last couple
of years, we are probably  somewhere in the high teens the last we looked but we
would expect,  because of our products and the  acceptance of them in California
being  primarily  a  video-driven  market,  that we would get back to our former
market shares in the very near future.

As far as timing, we believe that, like everybody else reads, that it's going to
happen;  it's just when. We're looking at right now, as far as our contemplation
and budgeting  goes,  it's probably  going to be a fiscal '06 issue,  and that's
what we're looking at right now.

- --------------------------------------------------------------------------------
AIMEE MARCEL - JEFFERIES & CO. - ANALYST

Okay.  Also, I heard about your  mechanical  reels. I haven't really heard about
your video poker games lately. Is there anything timing-wise that -?




- --------------------------------------------------------------------------------
BRIAN GAMACHE - WMS INDUSTRIES - PRESIDENT, CEO

Yes. The mechanical  reels and video poker are new products for us, and we never
anticipated  them to have the traction that our video products had coming out of
the gate.  We've had some success in that we're not disappointed yet but I think
it's too early to start  beating our chests on a victory.  I think our customers
are having  very  positive  experiences  with  them,  and we will have a ramp-up
period.  It will probably take two years to get these fully launched to where we
will have the same visibility as our video  products.  So, they've been launched
and they're getting good acceptance and these just take -- these two new product
lines are going to take some patience on our part.

- --------------------------------------------------------------------------------
AIMEE MARCEL - JEFFERIES & CO. - ANALYST

Now,  for the CapEx,  going  forward,  it was pretty  high this  quarter.  I was
wondering if that was just a quarter thing or if it's --.

- --------------------------------------------------------------------------------
BRIAN GAMACHE - WMS INDUSTRIES - PRESIDENT, CEO

As  Scott  said,  one of the key  factors  here is that  the  acceptance  of our
Bluebird(R) is so positive,  it's really accelerating our participation business
to be  primarily  Bluebird(R)-driven.  I guess that  long-term  is a good thing;
short-term it's a little bit painful on our allocation of capital. Scott, do you
want to comment any more on that?

- --------------------------------------------------------------------------------
SCOTT SCHWEINFURTH - WMS INDUSTRIES - CFO

Yes,  we have been  saying  that we  anticipated  that the spend rate for gaming
operations  machines  would be greater,  given the demand in backlog that we had
for those games. Obviously,  installing 1,271 new Bluebird(R) games in this last
quarter drove the spend levels for capital. That's probably going to continue to
be at a higher rate for the next two or three  quarters  as we work  through the
tremendous demand that we have for the product.

- --------------------------------------------------------------------------------
AIMEE MARCEL - JEFFERIES & CO. - ANALYST

Thank you.

- --------------------------------------------------------------------------------
OPERATOR

Bill Lerner with Prudential Equity Group.

- --------------------------------------------------------------------------------
BILL LERNER - PRUDENTIAL EQUITY - ANALYST

Just a couple of questions -- the first one is, obviously revenues are great and
the  guidance  was strong.  The  Russian  deal is good news.  The only  concern,
obviously, is on the product sale margin front. Can you give a little more color
on that?  How do we get more  comfortable  from here I guess is the first thing?
Are you seeing  already the benefits of the strategies  you  implemented  there?
Then I've got a follow-up.



- --------------------------------------------------------------------------------
BRIAN GAMACHE - WMS INDUSTRIES - PRESIDENT, CEO

The answer is yes,  Bill.  As I mentioned,  we've already seen benefits from the
fact  that  we've  manufactured  34  percent  of our March  quarter  anticipated
shipments already,  which is a big improvement over the past 2 quarters.  So the
key to efficiencies in our  manufacturing  operation is to have a steady flow of
product on a regular  basis,  not having 75 percent of the games like we did the
last quarter  bunched into the final 30 days of the quarter.  That doesn't work.
We learned some very painful lessons along the way and management, as I said, is
not at all  happy  with our  results.  We  believe  we've  put the  systems  and
procedures in place so that that will not reoccur.  As far as our consensus.  we
believe there was 3 or 4 cents of  inefficiencies  baked into these results that
hopefully  are behind us. So at the end of the day, we talked about  getting the
$100 million rate per quarter is when this company starts to start humming.  The
guidance  today  would  dictate  that we  believe we will get there in Q3 from a
revenue standpoint.

Also,  when you look at the expenses  that I've been saying as a  percentage  of
sales,  our R&D  expenses,  even  though  they've  increased,  they went from 20
percent of revenues in December of '03 to 14 percent in December of '04, so that
is showing some improvement. It's not nearly where we want to be.

As far as SG&A,  it went from 26  percent  in 12-03 to 21 percent in 12-04 -- so
even though we went up $3.6 million.

So the bottom line is, for the additional revenues,  the efficiencies will start
to pan out and I believe  that a lot of the issues we've dealt with last quarter
have been dealt with internally here with our -- and again,  we've proven we can
operate this company from an expense standpoint. We have to now give the expense
side of the  equation  the same  scrutiny  we've given the revenue side over the
past 3 years, and I believe we're there.

- --------------------------------------------------------------------------------
BILL LERNER - PRUDENTIAL EQUITY - ANALYST

Okay, that's helpful. Just a follow-up just to dig further into the SG&A -- what
would you say,  in terms of the  percentage  increase  in SG&A?  You know,  what
percentage of that was overtime?  Is it basically 70 percent? 75 percent of that
whole SG&A increase? Just to get a sense for how we will see improvement,  going
forward.

- --------------------------------------------------------------------------------
BRIAN GAMACHE - WMS INDUSTRIES - PRESIDENT, CEO

There's  really  4  different  areas  in  SG&A  increases,   Bill.  It's  higher
commissions,   which   is   probably   a  good   thing.   We  had   the   higher
manufacturing-related  costs and the  shipping  costs and all of the overtime in
contract  labor.  We had higher  tradeshow  and  marketing  launch costs than we
expected because, as you know, G2E was in October this year; previously,  it was
in the September quarter.  Then we had some equity  compensation costs that were
in there. So we have not broken that apart. Scott can get back with you off-line
if you would like. But we believe that a lot of the additional manufacturing,  I
would call it overtime and contract costs,  are behind us. We're always going to
have overtime costs; it's just the cost of doing business,  but not to the point
where we had to -- we were working 7 days a week 18 hour shifts for a lot of the
quarter and it just got to be onerous.



- --------------------------------------------------------------------------------
BILL LERNER - PRUDENTIAL EQUITY - ANALYST

I'm sorry.  I meant what  percentage  of the  decline  in margin.  I  apologize.
Finally,  the last one is just on the -- I guess the atypical  regulatory costs,
which pinched you guys as well. Are those  officially  behind us now,  behind us
meaning we will not see anything  but normal  regulatory  approval  costs in the
fiscal third quarter?

- --------------------------------------------------------------------------------
BRIAN GAMACHE - WMS INDUSTRIES - PRESIDENT, CEO

Throughout  the last couple of  quarters,  we were  informed  by the  regulatory
bodies  that our  legacy  platform  had to be  updated  to the  257/259  version
throughout -- we previously did it on an as-needed  basis, and we at our expense
went out and upgraded these -- all of the legacy  platforms to be compliant with
that request from the regulatory world.

- --------------------------------------------------------------------------------
ORRIN EDIDIN - WMS INDUSTRIES - COO

This is Orrin.  You can also  appreciate,  Bill,  that,  in this period of time,
we're looking at  submissions  and approval  costs for not only the  Bluebird(R)
cabinet and video but the reel spinning  platform,  the video poker engine,  the
Wide  Area  Progressive-associated   equipment.  This  is  a  very,  very  busy,
abnormally busy period in terms of GLI and laboratory approvals.

- --------------------------------------------------------------------------------
BILL LERNER - PRUDENTIAL EQUITY - ANALYST

I got it, okay, so that's essentially behind you?

- --------------------------------------------------------------------------------
BRIAN GAMACHE - WMS INDUSTRIES - PRESIDENT, CEO

Yes. - you'll see approvals and your typical lab approvals  going  forward.  But
the field trial, and it gets a little bit expensive and it's hard to budget that
appropriately. We think that a lot of this is behind us now.

- --------------------------------------------------------------------------------
OPERATOR

Harry Curtis with JP Morgan.

- --------------------------------------------------------------------------------
HARRY CURTIS - J.P. MORGAN - ANALYST

Not to beat a dead  horse,  I'm trying to get a little bit more  specific on the
incremental costs which,  relative to our estimates in the quarter, were about 5
to 6 million  higher than we expected.  Now, based on the amount of overtime and
temp costs that you guys have just run through, if you pull that back to 0, then
that  would be another  -- you might be able to reduce  that by 1  million,  1.5



million.  So, of the remaining  say, 4, 4.5 million,  how much of that really is
higher cost that is going to remain  versus  costs that you really can target to
eliminate?

- --------------------------------------------------------------------------------
SCOTT SCHWEINFURTH - WMS INDUSTRIES - CFO

Well, I think,  as Brian said there,  we think that there are about 3 or 4 cents
of  inefficiencies  that were sort of built into the numbers as a whole. We just
responded to Bill's question on the regulatory side. There was a bubble of costs
incurred there that we shouldn't have to have on a recurring basis because we've
upgraded all of GLI to 257 and 259 at this point, so that too should disappear.

There's other  elements of the costs that,  you are right,  will be recurring --
additional headcount for the third phase of the technology improvement plan, you
know, those types of things will be recurring.

- --------------------------------------------------------------------------------
BRIAN GAMACHE - WMS INDUSTRIES - PRESIDENT, CEO

But Harry,  the other  thing that we need to consider as well is that the mix of
our business is going to dramatically  increase on the participation side of the
ledger.  I think you'll see those higher profit  margins  adding  greatly to our
overall  profitability  in the next 2 quarters.  So I believe that our costs are
somewhat  -- the  increase  in our  cost  structure  will  be  mitigated  by the
increasing profitability from the participation side of things.

- --------------------------------------------------------------------------------
HARRY CURTIS - J.P. MORGAN - ANALYST

So within the next couple of quarters -- you guys mentioned in this quarter SG&A
was  down to  about 21  percent  of  revenues.  What is your  target?  What is a
reasonable efficiency rate?

- --------------------------------------------------------------------------------
SCOTT SCHWEINFURTH - WMS INDUSTRIES - CFO

I believe that,  when we are fully baked in here, we should see something in the
15 percent range; mid-teens I would be comfortable saying.

- --------------------------------------------------------------------------------
HARRY CURTIS - J.P. MORGAN - ANALYST

Over what period of time?

- --------------------------------------------------------------------------------
BRIAN GAMACHE - WMS INDUSTRIES - PRESIDENT, CEO

I think in the next 2 quarters you will see us get in that vicinity.

- --------------------------------------------------------------------------------
HARRY CURTIS - J.P. MORGAN - ANALYST



Lastly,  if you could  speak to just the issue of  whether or not your sales are
replacing  kind of the existing  legacy  games,  or do you think you are gaining
share and specifically talking about the video product?


- --------------------------------------------------------------------------------
BRIAN GAMACHE - WMS INDUSTRIES - PRESIDENT, CEO

Well, I think that,  right now,  there's still  pent-up  demand for our product,
Harry,  being out of the market for the past three  years,  when you look at the
acceptance  that we are  receiving.  We are just now  getting our second roll of
capital.  I think this next couple of quarters  really will determine  where the
share is  coming  from.  We're  still  now  working  our way  through  the first
allocation of capital  expenditures from our customers,  so I don't believe -- I
believe  that the demand that we are  currently  experiencing  is still  pent-up
demand for WMS  product,  and I think,  over the next  couple of  quarters,  the
market share gain will be very apparent.

- --------------------------------------------------------------------------------
OPERATOR

David Barteld with Wells Fargo.

- --------------------------------------------------------------------------------
DAVID BARTELD - WELLS FARGO SECURITIES - ANALYST

Good  morning.  A couple of  questions -- I was just trying to get a snapshot of
where you are and where you're going on the game titles. Can you give us an idea
of how many titles you had in the market as of the end of December,  on both the
reel-spinner and video, and how many you expect to have by the end of the fiscal
year?

- --------------------------------------------------------------------------------
SCOTT SCHWEINFURTH - WMS INDUSTRIES - CFO

Yes. At the end of December,  in most of the six North  American labs, we had 20
video game titles  approved  that were  for-sale  games and we had 10 mechanical
reel games that were approved that again were  for-sale  titles.  Then on top of
that, we had our  participation  games approved.  What we showed at the G2E show
that we had -- I think it was 62 new games there.  Our belief is that those will
all be approved by G2E 2005, which will be in September.  So, a variety of those
get approved over the next 2 quarters.

- --------------------------------------------------------------------------------
ORRIN EDIDIN  - WMS INDUSTRIES - COO

More  specifically,  Scott,  of the 3 reel series  being Can't  Lose(R),  Scroll
Top(TM) and Ring,  those are all  submitted.  Can't Lose(R) is in the market now
with Scroll  Top(TM) now also approved and starting to receive the approvals for
the Ring series,  which we're going to be bringing on next month as well.  Color
Dotmation will be later in June quarter; that will be the fourth mechanical reel
series.

- --------------------------------------------------------------------------------
DAVID BARTELD - WELLS FARGO SECURITIES - ANALYST



Terrific. Thank you. Also, Scott, on the tax rate, can we still use 37.5 percent
going forward, or what are your expectations there?

- --------------------------------------------------------------------------------
SCOTT SCHWEINFURTH - WMS INDUSTRIES - CFO

I think,  with  the new tax law that was  passed,  I  believe  that our  overall
effective  rate for years  beyond '05 will likely be lower than the 37.5 percent
that we've traditionally had in the past.

- --------------------------------------------------------------------------------
DAVID BARTELD - WELLS FARGO SECURITIES - ANALYST

Okay.  The final thing is you had mentioned you were targeting 20 percent market
share on the new square footage.  I'm just trying to get a little bit of an idea
of -- I mean,  that is a nice round  number and stuff.  In looking  backwards  a
little bit, I mean,  maybe you can talk about the most recent  additions  you've
made to new square footage. I've realized you are a bit in a ramp-up process the
last several quarters,  of course,  but where have you been in the past? Why are
you looking to target that?  Can you just kind of talk about your ideology there
a little bit?

- --------------------------------------------------------------------------------
SCOTT SCHWEINFURTH - WMS INDUSTRIES - CFO

Yes,  let me clarify,  David.  What we said is that we expect to have 20 percent
ship share in North America,  so if you took the number of units that we shipped
into North America as a numerator and the denominator  would be all of the units
shipped for a quarter, we would hit the 20 percent.

The reason we've  selected 20 percent is, at our zenith,  we were at about 14 to
15  percent  with our  video  product.  We now have  mechanical  reel and  poker
products  and  believe we should be  getting  our fair  market  share as we move
forward for those new product lines for us.

Brian mentioned  before,  when California opened up, which was sort of the first
new market that had opened after WMS had gotten really into the video  business,
we actually had achieved something around a 25 percent market share there, so we
are certainly hopeful that, as new gaming jurisdictions come on and now with the
full  breadth of products  and being able to be a  full-service  supplier of all
types of slot machines to the gaming venues in those jurisdictions, that we will
do well.

- --------------------------------------------------------------------------------
DAVID BARTELD - WELLS FARGO SECURITIES - ANALYST

Thanks very much.

- --------------------------------------------------------------------------------
OPERATOR

Celeste Brown with Morgan Stanley.

- --------------------------------------------------------------------------------
CELESTE BROWN - MORGAN STANLEY - ANALYST

Good morning,  guys. Sorry to come back to the margins. In terms of your product
sales margin, would you expect it to be more like the first-quarter levels going
forward  for the rest of the year or even  improving  from  there,  or would you
expect them to stay around current levels?



- --------------------------------------------------------------------------------
BRIAN GAMACHE - WMS INDUSTRIES - PRESIDENT, CEO

Well,  we said that all along,  Celeste,  that we though that when we got ramped
up, we would  get back to the  mid-40s.  Obviously,  at 38  percent,  we are not
nearly  where we want to be.  You know,  we think  that the  mid-40s  is still a
reasonable  expectation  for this company by probably Q4. We're not going to get
there in Q3, but we will  certainly  approach it in Q4. We believe that,  again,
the  programs  that we've  instituted  over the last 2 to 3 months to smooth the
demand  flow out are  starting to pay  dividends  now and a lot of this noise is
going to go away and we believe we're going to start to bring this to the bottom
line quickly, particularly with the acceleration of our participation business.

- --------------------------------------------------------------------------------
CELESTE BROWN - MORGAN STANLEY - ANALYST

Can you talk a little bit about your thoughts on game  conversion,  now that you
are selling  again?  How often would you expect  somebody or your  customers  to
replace games once they own the Bluebird(R) boxes?

- --------------------------------------------------------------------------------
BRIAN GAMACHE - WMS INDUSTRIES - PRESIDENT, CEO

Well again,  it's  really a  customer-by-customer  basis and a  market-by-market
decision,  but we believe that the games right now are having a shorter lifespan
than  ever.  It used to be you could put a video  product  out and it would stay
fresh for 18 to 20 months.  It's  probably  now  closer to 9 to 12  months.  The
lifespan is still probably in that 4.5 to 5-year period, so the conversions will
be a significant  part of our business  going  forward.  As we announced,  we've
increased our prices 25 percent and we think that's going to be nicely accretive
to the bottom line as well.

- --------------------------------------------------------------------------------
CELESTE BROWN - MORGAN STANLEY - ANALYST

How many international  units did you sell in the quarter?  Can you compare that
to the prior-year quarter as well?

- --------------------------------------------------------------------------------
SCOTT SCHWEINFURTH - WMS INDUSTRIES - CFO

Yes.  Our  international  number was about 25 percent of the total units for the
quarter,  which is about what it was in  September,  but obviously the September
number had a smaller base to it, so we've been pretty good at  maintaining  that
average.  We have a goal to get that up to a third,  and I think,  with  today's
announcement of the amended agreement with our Russian distributor starting when
that will kick in July of '05, that will go a long way towards  supporting  that
goal.

- --------------------------------------------------------------------------------
CELESTE BROWN - MORGAN STANLEY - ANALYST

Finally,  what are your expectations for your employee  stock-option expense per
quarter,  assuming that we have to start  expensing it in the second half of the
calendar year?



- --------------------------------------------------------------------------------
SCOTT SCHWEINFURTH - WMS INDUSTRIES - CFO

We, just as every other public company, has been disclosing the Pro Forma impact
of what that  charge  would be and in each one of the 10-Q's and I don't have it
sitting  in  front  of me but to the  best of my  recollection,  I think  it was
something like 5 to 6 cents per quarter.

- --------------------------------------------------------------------------------
CELESTE BROWN - MORGAN STANLEY - ANALYST

Great. Thanks a lot.

- --------------------------------------------------------------------------------
OPERATOR

Jeff Martin with Roth Capital Partners.

- --------------------------------------------------------------------------------
JEFF MARTIN - ROTH CAPITAL PARTNERS - ANALYST

You alluded to use of capital, potentially for acquisitions. Are there any areas
that you can kind of talk about where you might strategically direct yourself in
that respect?

- --------------------------------------------------------------------------------
BRIAN GAMACHE - WMS INDUSTRIES - PRESIDENT, CEO

I believe that we are convinced that the system-based gaming is going to be here
sooner rather than later, and we've already acquired a significant  amount of IP
related to that next wave of gaming opportunity.  We believe that there is still
some areas out there that we need to  further  invest in,  whether it be through
licensing,  acquisition or whatever.  We are still focusing on that next wave of
gaming  through Tip 3  initiatives.  Even though we haven't been actively out in
the market during the last 3 years, we've actually been spending an awful lot of
time  focusing on the long-term  strategic  initiatives  of the Company,  and we
believe there's a lot of great  candidates out there for us to focus on and look
at strengthening our IP and our growth opportunities. So yes, we're very focused
on growing this  company.  The Board has given  management  the  directive to be
aggressive,  going  forward,  based on our  optimistic  future.  We're  going to
continue to be in the market looking for the right partners.

- --------------------------------------------------------------------------------
JEFF MARTIN - ROTH CAPITAL PARTNERS - ANALYST

Okay,  great.  Then with respect to your guidance for the remainder of the year,
you may have  covered  this;  I don't  know.  Could you talk  about what kind of
assumptions you have in there for unit sales on an OEM basis?

- --------------------------------------------------------------------------------
BRIAN GAMACHE - WMS INDUSTRIES - PRESIDENT, CEO



We haven't specifically broken out what that OEM business is. We did say, in the
press release, that we shipped 1,500 new units to MGAM in this last quarter, and
we work with them on a day-in,  day-out  basis to review what their demand might
be.

- --------------------------------------------------------------------------------
JEFF MARTIN - ROTH CAPITAL PARTNERS - ANALYST

Okay, fair enough.  Then kind of a tax question again -- your effective rate was
29 percent in the December quarter.  Do you expect it to kind of average out for
the remainder of the year as to what the first half averages to?

- --------------------------------------------------------------------------------
SCOTT SCHWEINFURTH - WMS INDUSTRIES - CFO

Well, the effective rate for the year is 32.5 percent.  Because we had booked at
a higher  rate in the  September  quarter,  there  is, I will  say,  a  catch-up
adjustment  that occurs in the December  quarter but yes,  for quarter  three of
this year and quarter four of this year,  we would  expect to be  incurring  tax
expense at 32.5 percent of our pretax income.

- --------------------------------------------------------------------------------
JEFF MARTIN - ROTH CAPITAL PARTNERS - ANALYST

I missed that the first time, I apologize. That's all I had.

- --------------------------------------------------------------------------------
OPERATOR

David Bain with Merriman Curhan & Ford.

- --------------------------------------------------------------------------------
DAVID BAIN - MERRIMAN CURHAN FORD & CO. - ANALYST

On the  backlog,  can you give us a breakout  perhaps of  mechanicals  and video
poker?

- --------------------------------------------------------------------------------
BRIAN GAMACHE - WMS INDUSTRIES - PRESIDENT, CEO

We don't typically do that,  David,  for competitive  reasons.  I would tell you
it's  primarily -- you know, a large segment of that is our video ramp up -- but
we don't break that out specifically for competitive reasons.

- --------------------------------------------------------------------------------
SCOTT SCHWEINFURTH - WMS INDUSTRIES - CFO

In our guidance,  David,  the ramp up that we expect for mechanical reel and for
the poker  games is a longer  ramp than  what we had for the video  products.  I
think this is what Brian was  alluding to earlier.  So in our  guidance of 22 to
23,000 units for the year, the mechanical reel and poker number in that guidance
is not a large number.

- --------------------------------------------------------------------------------
DAVID BAIN - MERRIMAN CURHAN FORD & CO. - ANALYST



Okay.  Just so I am a clear on the product sale margin,  80 percent of the costs
are still - it is raw materials, correct?

- --------------------------------------------------------------------------------
BRIAN GAMACHE - WMS INDUSTRIES - PRESIDENT, CEO

That's correct.

- --------------------------------------------------------------------------------
DAVID BAIN - MERRIMAN CURHAN FORD & CO. - ANALYST

Okay, so you're  looking still for the volume  discounts  which you explained in
the press release, going forward?

- --------------------------------------------------------------------------------
SCOTT SCHWEINFURTH - WMS INDUSTRIES - CFO

Volume  discounts  and  coupled  with a lowering  of some  electronic  component
prices,  like the LCD  screens  that have come down in price over the time frame
that we've offered them.

- --------------------------------------------------------------------------------
DAVID BAIN - MERRIMAN CURHAN FORD & CO. - ANALYST

Okay. Then on the server-based  initiative, I know Jeff touched on it but on the
acquisition  front,  what size range company -- or are you just strictly looking
for IP?  Can you give us a little  more  there in terms of a time  line as well,
since it's seemingly coming to a head here as this becomes a bigger issue?

- --------------------------------------------------------------------------------
BRIAN GAMACHE - WMS INDUSTRIES - PRESIDENT, CEO

Again we've got several  alternatives we're looking at. I don't want to disclose
those  publicly  today,  but I would  tell you that we  believe  that,  with our
current portfolio of IP and initiatives we've developed internally, I believe we
that  will be  well-situated  at  that  next  table  and  whatever  we can do to
accelerate that position,  we will certainly do it to protect our  shareholders'
long-term interests.

- --------------------------------------------------------------------------------
DAVID BAIN - MERRIMAN CURHAN FORD & CO. - ANALYST

Okay, thanks guys.

- --------------------------------------------------------------------------------
OPERATOR

David Vas with Banc of America Securities.



- --------------------------------------------------------------------------------
DAVID VAS - BANC OF AMERICA SECURITIES - ANALYST

Good morning,  thanks. A couple of quick questions actually -- one, can you talk
a little  bit about  specifically  what type of IP you've  acquired  related  to
server-based gaming?

- --------------------------------------------------------------------------------
BRIAN GAMACHE - WMS INDUSTRIES - PRESIDENT, CEO

No. Sorry,  David,  we can't  because,  again,  it's a combination  -- (multiple
speakers)  --  it's  a  combination   of  internal   development   and  external
acquisition,  and it would not be  prudent  for us to share that with you today.
But suffice it to say that we are very comfortable that we will be at that table
of the next server-based initiatives when it takes place. (multiple speakers) --
you know, that whole initiative will play the strength of our company,  which is
content.  We believe that our content has  demonstrated  it could be amongst the
best if not the best in the industry  today. We look to that next wave of gaming
to play to the strength of our company.

- --------------------------------------------------------------------------------
DAVID VAS - BANC OF AMERICA SECURITIES - ANALYST

Okay, I agree with that. A couple of numbers questions -- first,  backlog in the
quarter.  It sounds like you are looking at 7,800 new  devices.  Am I misreading
that or is that down from 9,000 last quarter?

- --------------------------------------------------------------------------------
SCOTT SCHWEINFURTH - WMS INDUSTRIES - CFO

No, you are correct. It's down from 9,000 last quarter.

- --------------------------------------------------------------------------------
DAVID VAS - BANC OF AMERICA SECURITIES - ANALYST

Separately,  can you give the  breakout of Wide Area  Progressive  games  versus
regular participation units this quarter and last quarter?

- --------------------------------------------------------------------------------
SCOTT SCHWEINFURTH - WMS INDUSTRIES - CFO

Yes,  we have not broken out our  participation  base into its  component  parts
publicly; we have not publicly broken that out.

- --------------------------------------------------------------------------------
DAVID VAS - BANC OF AMERICA SECURITIES - ANALYST

Is  there a  specific  reason  not to?  It  makes it more  difficult  solely  to
understand  what's driving the revenue per day, given it's a different  business
model.

- --------------------------------------------------------------------------------
SCOTT SCHWEINFURTH - WMS INDUSTRIES - CFO

I understand, but we don't do it for competitive reasons.



- --------------------------------------------------------------------------------
BRIAN GAMACHE - WMS INDUSTRIES - PRESIDENT, CEO

David ,I would tell you that the nice bump we're receiving is -- right now, it's
the MEN IN BLACK  and the Clint  Eastwood  things  are going to be  dramatically
driving the  probability of this.  The WAP is doing great,  but when you look at
our  overall  content  performance  on  Bluebird(R)  CPU-NXT(TM)  in  all of the
participation  categories,  it's all doing very well.  I think that there's some
testimony to the Bluebird(R) earnings power.

- --------------------------------------------------------------------------------
DAVID VAS - BANC OF AMERICA SECURITIES - ANALYST

Okay, good enough. Thanks.

- --------------------------------------------------------------------------------
OPERATOR

I will turn the conference back over to you, sir.

- --------------------------------------------------------------------------------
BRIAN GAMACHE - WMS INDUSTRIES - PRESIDENT, CEO

Thank you for  joining us this  morning for this  update on WMS's  progress  and
prospects.  We  look  forward  to  reporting  more on our  anticipated  upcoming
successes on our fiscal year 2005 third-quarter  conference call after the March
quarter. Have a great day.

- --------------------------------------------------------------------------------
OPERATOR

Thank you.  Ladies and gentlemen,  that concludes the conference call for today.
We thank you for your  participation  and ask that you  please  disconnect  your
lines. Thank you, and have a great day.


MONOPOLY is a trademark of Hasbro Inc. (C)2005 Hasbro. Used with permission. All
rights reserved.
MEN IN BLACK(TM)  & (C)2002 Columbia Pictures Industries, Inc.
A FISTFUL OF DOLLARS (C)1964 Unidis, S.A.R.L. All rights reserved.
CPU-NXT,  Bluebird,  Can't Lose,  Jackpot  Party,  Scroll Top, and Wild Shot are
trademarks of WMS Gaming Inc. All rights reserved.