10-Q/A

United States

Securities and Exchange Commission

Washington, D.C. 20549

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FORM 10-Q/A

Amendment No. 1

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þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended December 31, 2008

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission File Number 001-10684

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International Game Technology

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Nevada	88-0173041
(State of Incorporation)	(I.R.S. Employer Identification No.)

9295 Prototype Drive

Reno, Nevada 89521

(Address of principal executive offices)

(775) 448-7777

(Registrant’s telephone number, including area code)

www.IGT.com

(Registrant’s website)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ  No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” and in Rule 12b-2 of the Exchange Act:

Large accelerated filer þ    Accelerated filer ¨   Non-accelerated filer ¨   Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨  No þ

At February 9, 2009, there were 295.4 million shares of our $.00015625 par value common stock outstanding.

Explanatory Note

This Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2008, which was filed with the Securities and Exchange Commission on February 12, 2008 (the “Original Filing”), is being filed solely to file a corrected version of Exhibit 10.1 (Summary of Named Executive Officer and Director Compensation Arrangements at December 31, 2008) to the Original Filing.  No other part of the Original Filing is being amended hereby, and this amendment does not reflect events that have occurred after the filing of the Original Filing.

Item 6.  Exhibits

10.1*	Summary of Named Executive Officer and Director Compensation Arrangements at December 31, 2008
10.2*+	Amendment to IGT Deferred Compensation Plan (Applicable to Post-2004 Deferrals) dated December 15, 2008
10.3*+	Severance and General Release Agreement with Stephen W. Morro dated January 8, 2009
31.1+	Certification of Chief Executive Officer pursuant to Rule 13a–14(a) of the Exchange Act, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002
31.2+	Certification of Principal Financial Officer pursuant to Rule 13a–14(a) of the Exchange Act, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002
31.3	Certification of Chief Executive Officer pursuant to Rule 13a–14(a) of the Exchange Act, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002
31.4	Certification of Principal Financial Officer pursuant to Rule 13a–14(a) of the Exchange Act, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002
32.1+	Certification of Chief Executive Officer pursuant to Rule 13a–14(b) of the Exchange Act and section 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
32.2+	Certification of Principal Financial Officer pursuant to Rule 13a–14(b) of the Exchange Act and section 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
32.3	Certification of Chief Executive Officer pursuant to Rule 13a–14(b) of the Exchange Act and section 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002
32.4	Certification of Principal Financial Officer pursuant to Rule 13a–14(b) of the Exchange Act and section 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002

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* Management contract or compensatory plan or arrangement

+ Previously filed  

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:  February 13, 2009
	INTERNATIONAL GAME TECHNOLOGY
	By:	/s/ PATRICK CAVANAUGH
		Patrick Cavanaugh
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

EX-10.1

Exhibit 10.1

INTERNATIONAL GAME TECHNOLOGY

Summary of Named Executive Officer and Director Compensation Arrangements

Exhibit to Form 10-Q/A for period ended December 31, 2008

Executive Officers

In addition to the annual base salaries noted in the table below, compensation arrangements for our executive officers include benefits paid under any applicable employment contracts, other IGT Plans for Management Bonus (including Cash Sharing), Stock Incentives, Profit Sharing, and Deferred Compensation as more fully described in exhibits to our annual report on Form 10-K or interim quarterly Form 10-Q filed with the SEC.  These individuals also receive certain perquisites as explained in our annual proxy statement.  Except for employment contracts that are on file with the SEC, these are at-will employment arrangements.

		Base
Name	Title	Salary (1)
Thomas J. Matthews	President, Chief Executive Officer	$ 840,000
Patrick Cavanaugh	Executive Vice President, Chief Financial Officer	$ 300,000
David D. Johnson	Executive Vice President, General Counsel	$ 525,000
Richard Pennington	Executive Vice President, Corporate Strategy	$ 420,000

⁽¹⁾ Amounts reported in our proxy statement may vary depending on the timing of pay period during the fiscal year

Directors

Annual Retainer

ª

$65,000 paid in quarterly installments

ª

Prior to the beginning of each fiscal year, members may elect to receive all or a part of the total retainer in the form of a restricted stock award

Board and Committee Meeting Fees

ª

Board - $1,500 per meeting attended after 8 meetings have been held and attended

ª

Audit - $1,500 per meeting attended after 10 meetings have been held and attended

ª

Compensation, Nominating & Corporate Governance, and Compliance - $1,500 per meeting attended after 4 meetings have been held.  Special Committee - $1,500 for each in-person meeting plus travel expenses.

Additional Annual Retainer for Board Committee Members (payable in quarterly installments)

ª

Lead Independent Director - $70,000 cash and an additional grant of restricted shares having a grant-date value of $30,000

ª

Chair:  Audit - $35,000; Compensation, Nominating & Corporate Governance, and Compliance - $20,000

ª

Member: Audit - $17,500; Compensation, Nominating & Corporate Governance, Compliance, Special Committee - $10,000

Equity Grants

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Upon election to the board:  20,000 stock options and 5,000 restricted shares vesting ratably over 3 years

ª

Annual grant:  11,000 stock options and 2,750 shares restricted shares with 1-year vesting

EX-31.3

Exhibit 31.3

CERTIFICATION PURSUANT TO RULE 13a–14(a) OF THE EXCHANGE ACT

As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002

I, Thomas J. Matthews, certify that:

1.

I have reviewed this report on Form 10-Q/A of International Game Technology;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Date: February 13, 2009
	/s/ THOMAS J. MATTHEWS
	Thomas J. Matthews
	Chief Executive Officer

EX-31.4

Exhibit 31.4

CERTIFICATION PURSUANT TO RULE 13a–14(a) OF THE EXCHANGE ACT

As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002

I, Patrick Cavanaugh, certify that:

1.

I have reviewed this report on Form 10-Q/A of International Game Technology;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Date: February 13, 2009
	/s/ PATRICK CAVANAUGH
	Patrick Cavanaugh
	Chief Financial Officer

EX-32.3

Exhibit 32.3

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of International Game Technology (Company) on Form 10-Q/A for the period ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (Report), I, Thomas J. Matthews, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(i)

the Report fully complies with the requirements of section 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, and

(ii)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  February 13, 2009
	/s/ THOMAS J. MATTHEWS
	Thomas J. Matthews
	Chief Executive Officer

This certification accompanies the above described Report on Form 10-Q/A pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-32.4

Exhibit 32.4

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of International Game Technology (Company) on Form 10-Q/A for the period ended December 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (Report), I, Patrick Cavanaugh, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(i)

the Report fully complies with the requirements of section 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, and

(ii)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  February 13, 2009
	/s/ PATRICK CAVANAUGH
	Patrick Cavanaugh
	Chief Financial Officer

This certification accompanies the above described Report on Form 10-Q/A pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.