Filed Pursuant to Rule 424(b)(3)
                                                              File No. 333-74590

PROSPECTUS SUPPLEMENT NO. 1
(To Prospectus dated December 20, 2001)




                          Scientific Games Corporation


                    5,447,588 Shares of Class A Common Stock

      This prospectus supplement relates to the sale from time to time by
certain of our stockholders (including their transferees, donees, pledgees or
successors) of up to 5,447,588 shares of our Class A common stock. You should
read this prospectus supplement in conjunction with the prospectus dated
December 20, 2001, which should be delivered with this prospectus supplement,
and 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
specified in the prospectus.

      Investing in our common stock involves certain risks. See the "Risk
Factors" section beginning on page 5 of the prospectus.

      The information in the section entitled "Selling Stockholders" in the
prospectus is hereby supplemented by adding the following:

             On December 16, 2003, A. Lorne Weil, one of the selling
             stockholders, donated to The Lorne Weil Charitable Foundation
             80,000 shares of Class A common stock, constituting a portion of
             the shares of Class A common stock issued to Mr. Weil in February
             2002 upon exercise of a warrant.

             Sales of our shares pursuant to this prospectus by A. Lorne Weil or
             any of his transferees, donees, pledgees or successors will have no
             effect on the number of shares that may be sold by any other
             transferee, donee, pledgee or successor (or such person's
             transferees, donees, pledgees or successors) so long as the
             aggregate number of shares sold by all such selling stockholders
             (including The Lorne Weil Charitable Foundation and other deemed
             selling stockholders) does not exceed the number of shares that
             remain available for sale under this prospectus.

      The information in the section entitled "Plan of Distribution" in the
prospectus is hereby supplemented by adding the following:



             On December 16, 2003, A. Lorne Weil, one of the selling
             stockholders, donated to The Lorne Weil Charitable Foundation
             80,000 shares of Class A common stock, constituting a portion of
             the shares of Class A common stock issued to Mr. Weil in February
             2002 upon exercise of a warrant.

                   The date of this prospectus supplement is May 24, 2005