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

PROSPECTUS SUPPLEMENT NO. 2
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

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         This  prospectus  supplement no. 2 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, as  supplemented  June 12, 2002,  which is to be
delivered  with  this  prospectus  supplement.  This  prospectus  supplement  is
qualified by reference to the  prospectus and prior  supplements,  except to the
extent  that  the  information  in this  prospectus  supplement  supersedes  the
information contained in the prospectus or prior supplements. 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  following  represents  updated  information  regarding the selling
securityholders listed in the table of selling securityholders in the prospectus
and prior supplements:




                                                            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)

                                                                                           
Hamilton Multi-Strategy Master Fund, L.P..............        $6,850,000             3.91%          249,090                 *
All other holders of debentures or future pledgees,
donees, assignees, transferees or successors of any          $16,380,000             9.36%          595,636             1.03%
such holders (3)(4).................................


* Less than one percent (1%).

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

(4)  Except  as set forth  above or in the  prospectus,  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.

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          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 18, 2002