FORM 4
o Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

(Print or Type Responses) UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF
CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL
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1.	Name and Address of Reporting Person*			2.	Issuer Name and Ticker or Trading Symbol			6.	Relationship of Reporting Person(s) to Issuer (Check all applicable)
	Weil	Lorne	A.		Scientific Games Corporation ("SGMS")				X   Director	10% Owner
	(Last)	(First)	(Middle)	3.	I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4.	Statement for Month/Day/Year		X   Officer         (give title below)	Other         (specify below)
	c/o Scientific Games Corporation 750 Lexington Avenue, 25th Floor						October 4, 2002		President & Chief Executive Officer
(Street)						5.	If Amendment, Date of Original (Month/Day/Year)	7.	Individual or Joint/Group Filing (Check Applicable Line)     X     Form filed by One Reporting Person              Form filed by More than
	New York,	NY	10022						One Reporting Person
	(City)	(State)	(Zip)
				Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.

Title of Security (Instr. 3)

2.

Transaction Date

2A.

Deemed Execution Date, if any

3.

Transaction Code (Instr. 8)

4.

Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

5.

Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)

6.

Ownership Form: Direct (D) or Indirect (I) (Instr. 4)

7.

Nature of Indirect Beneficial Ownership (Instr. 4)

(Month/Day/Year)

(Month/Day/Year)

Code

V

Amount

(A) or (D)

Price

Class A Common Stock, $.01 par value per share ("Common Stock")

10-4-02

M(1)

600,000

A

$3.50

D

Common Stock

10-4-02

F(1)

298,720

D

$7.03

2,075,199

D

Common Stock

297,076

I

(2)

Reminder:    Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).

FORM 4 (Continued) Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1.	Title of Derivative Security (Instr. 3)	2.	Conversion or Exercise Price of Derivative Security	3.	Transaction Date (Month/Day/Year)	3A.	Deemed Execution Date, if any (Month/Day/Year)	4.	Transaction Code (Instr. 8)		5.	Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6.	Date Exercisable and Expiration Date (Month/Day/Year)
									Code	V		(A)	(D)		Date Exercisable	Expiration Date
Option to Purchase Common Stock			$3.50		10-4-02				M				600,000		10-5-92	10-5-02
Performance Accelerated Restricted Stock ("PARS")			1-for-1		5-25-02				A	V		11,896			(3)	(3)

7.	Title and Amount of Underlying Securities (Instr. 3 and 4)		8.	Price of Derivative Security (Instr. 5)	9.	Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10.	Ownership Form of Derivative Securities: Direct (D) or Indirect (I) (Instr. 4)	11.	Nature of Indirect Beneficial Ownership (Instr. 4)
	Title	Amount or Number of Shares
	Common Stock	600,000				-0-		D
	Common Stock	11,896				130,851		D

Explanation of Responses:

(1)

Represents exercise of option to purchase 600,000 shares of Common Stock and payment of option exercise price by surrendering 298,720 shares of Common Stock to the Issuer.

(2)

Held for the benefit of the Reporting Person's children by The Lorne Weil 1989 Trust. The Reporting Person disclaims beneficial ownership of these securities.

(3)

The restrictions on these units of PARS will lapse, and the equivalent number of shares of Common Stock will become issuable, at the close of business on May 25, 2005. These units were awarded in conjunction with the Reporting Person's consenting to extend the vesting date with respect to 118,955 units of PARS until May 25, 2005.

/s/ A. Lorne Weil	October 8, 2002
**Signature of Reporting Person	Date

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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