Filed pursuant to Rule 424(b)(3)
                                                      Registration No. 333-83492


PROSPECTUS SUPPLEMENT NO. 1
TO PROSPECTUS DATED JUNE 3, 2002

                                  $175,000,000

                           GTECH Holdings Corporation

               1-3/4% Convertible Debentures due December 15, 2021
                     fully and unconditionally guaranteed by

                GTECH Corporation and Certain of its Subsidiaries

                                     -------

         This  prospectus  supplement no. 1 relates to the resale by the selling
securityholders  (including  their  pledgees,  donees,  assignees,  transferees,
successors  and  others  who  later  hold  any  of  their  interests)  of 1-3/4%
Convertible   Debentures   due  December  15,  2021  issued  by  GTECH  Holdings
Corporation  and the shares of GTECH common stock  issuable  upon  conversion of
those debentures.

         This  prospectus  supplement  should  be read in  conjunction  with the
prospectus  dated June 3, 2002,  which is to be delivered  with this  prospectus
supplement.  This  prospectus  supplement  is  qualified  by  reference  to  the
prospectus,  except  to the  extent  that  the  information  in this  prospectus
supplement supersedes the information contained in the prospectus. Terms used in
this  prospectus  supplement and not otherwise  defined herein have the meanings
with which they are used in the prospectus.

         Neither the Securities and Exchange  Commission,  any state  securities
commission  nor any other  regulatory  body has approved or disapproved of these
securities  or  determined  if this  prospectus  is  truthful or  complete.  Any
representation to the contrary is a criminal offense.

         The table of selling  securityholders  contained in the  prospectus  is
hereby amended to add the entities named below as selling securityholders.



                                                                    Aggregate                         Number of
                                                                    Principal                         Shares of      Percentage of
                                                                    Amount of       Percentage of    GTECH Common    Shares of GTECH
                                                                  Debentures That   Debentures      Stock That May   Common Stock
                         Name                                       May Be Sold     Outstanding       Be Sold (1)    Outstanding (2)

                                                                                                
Amerisure Mutual Insurance Company ..............................   $  275,000         *              10,000               *
BGI Global Investors c/o Forest Investment Mngt L.L.C ...........   $   85,000         *               3,090               *
Credit Suisse First Boston Corp. (3) ............................   $  857,000         *              31,163               *
Forest Alternative Strategies II ................................   $   23,000         *                 836               *
Forest Fulcrum Fund L.L.P .......................................   $  325,000         *              11,818               *
Forest Global Convertible Fund Series A-5 .......................   $1,214,000         *              44,145               *
Hamilton Multi-Strategy Master Fund, L.P. .......................   $  500,000         *              18,181               *
LLT Limited .....................................................   $   85,000         *               3,090               *
Lyxor Master Fund c/o Forest Investment Mngt. L.L.C .............   $  337,000         *              12,254               *
RBC Capital Services Inc. c/o Forest Investment Mngt L.L.C ......   $   47,000         *               1,709               *
Relay 11 Holdings c/o Forest Investment Mngt. L.L.C .............   $   42,000         *               1,527               *
Sylvan (IMA) Ltd c/o Forest Investment Mngt. L.L.C ..............   $  190,000         *               6,909               *
Zurich Master Hedge Fund c/o Forest Investment Mngt L.L.C .......   $  152,000         *               5,527               *








          In addition,  the following  represents updated information  regarding
the selling  securityholders  listed in the table of selling  securityholders in
the prospectus:



                                                                                                        
All other holders of debentures or future pledgees,
donees, assignees, transferees or successors of any
such holders (4)(5) .............................................  $22,730,000       12.99%          826,545           1.42%


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(1) Assumes  conversion of all of the holder's  debentures at a conversion price
of  $27.50  per share of common  stock.  This  conversion  price is  subject  to
adjustment,  however, as described under "Description of  Debentures--Conversion
Rights--Conversion Price Adjustments" beginning on page 19 of the prospectus. As
a result,  the number of shares of common stock issuable upon  conversion of the
debentures  may increase or decrease in the future.  Does not include  shares of
GTECH common stock that we may issue upon  purchase of  debentures  by us at the
option of the holder.

(2)  Calculated  according  to  Rule  13d-3(d)(i)  of the  Exchange  Act,  using
57,270,958 shares of common stock outstanding as of May 24, 2002. In calculating
this amount for each holder,  we treated as outstanding  the number of shares of
GTECH common stock issuable upon conversion of all of that holder's  debentures,
but we did not assume  conversion  of any other  holder's  debentures.  Does not
include  shares  of GTECH  common  stock  that we may  issue  upon  purchase  of
debentures by us at the option of the holder.

(3) Credit  Suisse  First Boston Corp.  acted as  representative  of the initial
purchasers in connection with the original issuance of the debentures.

(4)  Information  about  other  selling  securityholders  will be set  forth  in
additional prospectus supplements, if required.

(5) Except as set forth above, assumes that any other holders of debentures,  or
any future pledgees, donees, assignees, transferees or successors of or from any
such other holders of debentures,  do not  beneficially  own any shares of GTECH
common stock other than the shares of common stock  issuable upon  conversion of
the debentures at the conversion rate.

                                  -------------

          Investing in the  debentures  involves risks that are described in the
prospectus,  including the section captioned "Risk Factors"  beginning on page 6
of the prospectus.

             The date of this prospectus supplement is June 12, 2002