Filed Pursuant to Rule 424(b)(3)
                                                             File No. 333-112452

PROSPECTUS SUPPLEMENT NO. 1
(To Prospectus dated February 3, 2004)



                          Scientific Games Corporation


               26,348,291 Shares of Class A Common Stock Issuable
             upon Conversion of Series A Convertible Preferred 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 26,348,291 shares of our Class A common stock issued or
issuable upon conversion of our Series A Convertible Preferred Stock. You should
read this prospectus supplement in conjunction with the prospectus dated
February 3, 2004, 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. Capitalized 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 1 of the accompanying prospectus.

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

             On August 3, 2004, SGMS Acquisition Corporation, one of
             the selling stockholders, was issued 21,915,089 shares of
             Class A common stock in connection with its conversion of
             all of the 1,218,479 shares of Series A Convertible
             Preferred Stock it then held. On or about the same date,
             SGMS Acquisition Corporation modified its existing credit
             arrangements with Bank of America, N.A. and HSBC Bank
             USA, National Association and increased the amount of
             collateral pledged to those parties. After giving effect
             to such transactions, SGMS Acquisition Corporation has
             pledged 4,669,568 shares of Class A common stock to
             JPMorgan Chase Bank, 6,500,000 shares to Bank of America,
             N.A. and 8,000,000 shares to HSBC Bank USA, National
             Association pursuant to separate, unrelated credit
             facilities. SGMS Acquisition Corporation may pledge
             additional shares of Class A common stock from time to
             time. Sales of our shares pursuant to this propectus by
             SGMS Acquisition Corporation or any of its 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 (or deemed selling stockholders) does not
             exceed the number of shares that remain available for
             sale under this prospectus. Any successor



             to or transferee of a pledgee of SGMS Acquisition
             Corporation by virtue of a refinancing of a loan (or a
             sale of a loan, in whole or in part, by such pledgee)
             will also be deemed to be a selling stockholder with
             respect to the pledged shares.

      The information in footnotes (3), (4) and (5) to the section
entitled "Selling Stockholders" contained in the accompanying
prospectus is hereby supplemented by adding the following information:

             We made the March 31, 2004 and June 30, 2004 dividend
             payments on the Series A Convertible Preferred Stock in
             cash.

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

             On or about August 3, 2004, SGMS Acquisition Corporation
             modified its existing credit arrangements with Bank of
             America, N.A. and HSBC Bank USA, National Association and
             increased the amount of collateral pledged to those
             parties. After giving effect to such transactions, SGMS
             Acquisition Corporation has pledged 4,669,568 shares of
             Class A common stock to JPMorgan Chase Bank, 6,500,000
             shares to Bank of America, N.A. and 8,000,000 shares to
             HSBC Bank USA, National Association pursuant to separate,
             unrelated credit facilities. Each of JPMorgan Chase Bank,
             Bank of America, N.A. and HSBC Bank USA, National
             Association has informed us that (i) it is an affiliate
             of one or more broker-dealers, (ii) the shares were
             pledged to it in the ordinary course of its business and
             (iii) it has no agreements or understandings, directly or
             indirectly, with any person to distribute the shares.



             The date of this prospectus supplement is August 5, 2004.