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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 15/A

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                            Commission File Number 0-11551
                                                                  --------------

                                   eLot, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

   One Stamford Landing, 62 Southfield Avenue, Suite 110, Stamford, CT 06902
                                 (203) 487-0115
- --------------------------------------------------------------------------------
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)

                     Common Stock, par value $.01 per share
          7 1/2% Convertible Subordinated Debentures due March 15, 2011
- --------------------------------------------------------------------------------
            (Title of each class of securities covered by this Form)


- --------------------------------------------------------------------------------
       (Titles of all other classes of securities for which a duty to file
                  reports under section 13(a) or 15(d) remains)

     Please  place  an X in  the  box(es)  to  designate  the  appropriate  rule
provisions(s) relied upon to terminate or suspend the duty to file reports:

      Rule 12g-4(a)(1)(i)    [X]                Rule 12h-3(b)(1)(i)     [X]
      Rule 12g-4(a)(1)(ii)   [ ]                Rule 12h-3(b)(1)(ii)    [ ]
      Rule 12g-4(a)(2)(i)    [ ]                Rule 12h-3(b)(2)(i)     [ ]
      Rule 12g-4(a)(2)(ii)   [ ]                Rule 12h-3(b)(2)(ii)    [ ]
                                                Rule 15d-6b             [ ]

     Approximate number of holders of record as of the certification or notice
date: 240 holders of Common Stock and 0 holders of 7 1/2% Convertible
Subordinated Debentures


     Pursuant to the requirements of the Securities Exchange Act of 1934, eLot,
Inc. has caused this certification/notice to be signed on its behalf by the
undersigned duly authorized person.

Date: December 31, 2002      By: /s/ Edwin J. McGuinn, Jr.
     --------------------       ----------------------------------------------
                                Name:   Edwin J. McGuinn, Jr.
                                Title:  President


     Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.