INTERNATIONAL GAME TECHNOLOGY
10-Q, 1996-05-15
MISCELLANEOUS MANUFACTURING INDUSTRIES
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                               UNITED STATES
                                     
                    SECURITIES AND EXCHANGE COMMISSION
                                     
                           Washington, DC 20549

                                 FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

For the quarterly period ending MARCH 31, 1996

                                    OR

[    ]      TRANSITION  REPORT  PURSUANT TO SECTION  13  OR  15(d)  OF  THE
SECURITIES
          EXCHANGE ACT OF 1934

For the transition period from _____ to_____

                     Commission File Number 001-10684


                       INTERNATIONAL GAME TECHNOLOGY
            (Exact name of registrant as specified in charter)

                 Nevada                           88-0173041
        (State of Incorporation)      (IRS Employer Identification No.)

                    5270 Neil Road, Reno, Nevada 89502
                 (Address of principal executive offices)

                              (702) 686-1200
           (Registrant's telephone number, including area code)

Indicate  by  check mark whether the registrant (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange  Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject  to
such filing requirements for the past 90 days.
Yes  X   No

Indicate  the number of shares outstanding of each of the issuer's  classes
of common stock, as of the latest practicable date.

                 Class              Outstanding at May 10, 1996
              Common Stock                  125,356,786
      par value $.000625 per share
<PAGE>

                      Part I - Financial Information

Item 1.  Financial Statements

              INTERNATIONAL GAME TECHNOLOGY AND SUBSIDIARIES
                                 FORM 10-Q

      The accompanying consolidated financial statements have been prepared
by  the  Company, without audit, and reflect all adjustments which are,  in
the  opinion  of management, necessary for a fair statement of the  results
for  the  interim periods.  The statements have been prepared in accordance
with the regulations of the Securities and Exchange Commission (the "SEC"),
but  omit certain information and footnote disclosures necessary to present
the statements in accordance with generally accepted accounting principles.

      These  financial  statements should be read in conjunction  with  the
financial  statements,  accounting  policies  and  notes  included  in  the
Company's  Annual Report on Form 10-K for the fiscal year  ended  September
30,  1995.  Management believes that the disclosures are adequate  to  make
the information presented herein not misleading.

Organization

      International  Game  Technology (the "Company") was  incorporated  in
December 1980 to acquire the gaming licensee and operating entity, IGT, and
facilitate the Company's initial public offering.  In addition to its  100%
ownership  of  IGT,  each  of the following corporations  is  a  direct  or
indirect  wholly-owned  subsidiary of the Company:  I.G.T.-Australia,  Pty.
Ltd.  ("IGT-Australia"); IGT-Europe b.v. ("IGT-Europe");  IGT-Iceland  Ltd.
("IGT-Iceland"); IGT-Japan k.k. ("IGT-Japan"); I.G.T.-Argentina S.A. ("IGT-
Argentina");  IGT-do  Brazil Ltda. ("IGT-Brazil"); and  International  Game
Technology-Africa (Pty) Ltd. ("IGT-Africa").

      IGT  is  a world leader in the design and manufacture of computerized
casino  gaming products and proprietary gaming systems in the  world.   The
Company believes it manufactures the broadest range of microprocessor-based
gaming  machines  available.  The Company also  develops  and  manufactures
"SMART"  systems which monitor slot machine play and track player activity,
as  well  as wide area progressive systems.  In addition to gaming  product
sales  and leases, the Company has developed and sells computerized  linked
proprietary  systems to monitor video lottery terminals and  has  developed
specialized  video lottery terminals for lotteries and other  applications.
The Company derives revenues related to the operations of these systems  as
well as collects license and franchise fees for the use of the systems.

        IGT-Australia,   located   in   Sydney,   Australia,   manufactures
microprocessor-based gaming products and proprietary systems, and  performs
engineering, manufacturing, sales and marketing and distribution operations
for  the  Australian markets as well as other gaming jurisdictions  in  the
Southern Hemisphere and Pacific Rim.

      IGT-Europe  was  established in The Netherlands in February  1992  to
distribute  and  market gaming products in Eastern and Western  Europe  and
Northern  Africa.   Prior to providing direct sales, the Company  sold  its
products in these markets through a distributor.

      IGT-Iceland  was  established in September  1993  to  provide  system
software, machines, equipment and technical assistance to support Iceland's
video lottery operations.
<PAGE>

Item 1.  Financial Statements, (continued)

     IGT-Japan was established in July 1990, and in November 1992 opened an
office  in  Tokyo,  Japan.  On April 16, 1993, IGT-Japan  was  approved  to
supply Pachisuro gaming machines to the Japanese market.

     IGT-Argentina was established in December 1993 and opened an office in
Buenos  Aires,  Argentina  to  distribute and  market  gaming  products  in
Argentina and Peru.

      IGT-Brazil opened an office in Sao Paulo, Brazil in October 1994  and
subsequently was incorporated in March 1995 to distribute and market gaming
products in Brazil.

      IGT-Africa  opened an office in September 1994 in Johannesburg  South
Africa and subsequently was incorporated in October 1995 to distribute  and
market gaming products in Southern Africa.

      Unless  the context indicates otherwise, references to "International
Game  Technology,"  "IGT"  or  the  "Company"  include  International  Game
Technology  and  its wholly-owned subsidiaries and their subsidiaries.  The
principal  executive offices of the Company are located at 5270 Neil  Road,
Reno, Nevada 89502; its telephone number is (702) 686-1200.

      The  consolidated financial statements include the  accounts  of  the
Company and all its majority-owned subsidiaries.  All material intercompany
accounts and transactions have been eliminated.

<PAGE>      

            INTERNATIONAL GAME TECHNOLOGY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF INCOME
                                (Unaudited)

[CAPTION]
                                  THREE MONTHS ENDED     SIX MONTHS ENDED
(Amounts in thousands, except         March 31,             March 31,
per share amounts)                  1996      1995        1996      1995
<TABLE>
<S>                               <C>       <C>        <C>       <C>
REVENUES:
 Product sales                    $100,124  $101,785   $199,204  $215,929
 Gaming operations                  60,423    48,240    117,564    93,275
   Total revenues                  160,547   150,025    316,768   309,204

COSTS AND EXPENSES:
 Cost of product sales              54,481    57,105    109,411   123,358
 Gaming operations                  31,038    22,634     61,314    41,650
 Selling, general and 
   administrative                   28,623     21,852    54,135    44,204
 Depreciation and amortization       6,519      6,862    13,384    13,121
 Research and development            6,369      7,217    12,671    14,297
 Provision for bad debts             4,469      2,127     6,134     3,612
   Total costs and expenses        131,499    117,797   257,049   240,242

INCOME FROM OPERATIONS              29,048     32,228    59,719    68,962

OTHER INCOME (EXPENSE):
 Interest income                     9,341      9,557    19,073    18,548
 Interest expense                   (5,125)    (5,280)  (10,345)  (10,394)
 Loss on the sale of assets         (3,239)      (487)   (3,253)   (1,182)
 Other                                 248         17     8,289       139
   Other income, net                 1,225      3,807    13,764     7,111

INCOME BEFORE INCOME TAXES          30,273     36,035    73,483    76,073
PROVISION FOR INCOME TAXES          10,903     12,973    26,453    27,386

NET INCOME                         $19,370    $23,062   $47,030   $48,687

PRIMARY EARNINGS PER SHARE         $  0.15    $  0.18   $  0.37   $  0.37

FULLY DILUTED EARNINGS PER SHARE   $  0.15    $  0.18   $  0.37   $  0.37

WEIGHTED AVERAGE COMMON AND
 COMMON EQUIVALENT SHARES
 OUTSTANDING                       126,090    131,504   127,492   132,592

WEIGHTED AVERAGE COMMON SHARES
 OUTSTANDING ASSUMING FULL
 DILUTION                          126,176    131,504   127,580   132,592
</TABLE>
The accompanying notes are an integral part of these consolidated financial
                                statements.

<PAGE>

              INTERNATIONAL GAME TECHNOLOGY AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                                  ASSETS
[CAPTION]
                                          MARCH 31,   SEPTEMBER 30,
(Dollars in thousands)                       1996          1995
CURRENT ASSETS:                          (Unaudited)
<TABLE>
 <S>                                       <C>           <C>
 Cash and cash equivalents                 $153,500      $241,613
 Investment securities, at market value      51,896        47,813
 Accounts receivable, net of allowances
   for doubtful accounts of $6,843
   and $5,182                               115,143       113,196
 Current maturities of long-term notes
   and contracts receivable, net of
   allowances                                65,633        80,271
 Inventories, net of allowances for
   obsolescence of $17,627 and $14,902:
   Raw materials                             57,646        39,526
   Work-in-process                            4,336         4,836
   Finished goods                            40,345        29,463
     Total inventories                      102,327        73,825
 Deferred income taxes                       35,277        25,336
 Investments to fund liabilities to 
   jackpot winners                           23,442        19,465
 Prepaid expenses and other                   9,426         5,117
   Total current assets                     556,644       606,636

LONG-TERM NOTES AND CONTRACTS
 RECEIVABLE, net of allowances and
   current maturities                        51,895        43,511
PROPERTY, PLANT AND EQUIPMENT, at cost:
 Land                                        19,941        13,910
 Buildings                                   14,669        14,270
 Gaming operations equipment                 65,665        68,096
 Manufacturing machinery and equipment       70,986        62,454
 Leasehold improvements                      12,505        12,362
 Construction in Progress                    47,121        23,999
   Total                                    230,887       195,091
 Less accumulated depreciation 
   and amortization                         (78,452)      (75,793)
   Property, plant and equipment, net       152,435       119,298
INVESTMENTS TO FUND LIABILITIES
 TO JACKPOT WINNERS                         209,509       167,398
DEFERRED INCOME TAXES                        38,147        27,735
OTHER ASSETS                                 11,194         7,120
   Total Assets                          $1,019,824      $971,698
</TABLE>

                                (Continued)

<PAGE>
              INTERNATIONAL GAME TECHNOLOGY AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                   LIABILITIES AND STOCKHOLDERS' EQUITY
                                     
[CAPTION]
                                          MARCH 31,   SEPTEMBER 30,
(Dollars in thousands)                       1996          1995
CURRENT LIABILITIES:                     (Unaudited)
<TABLE>
 <S>                                       <C>             <C>
 Current maturities of long-term notes 
   payable and capital lease obligations   $  8,855       $ 7,385
 Accounts payable                            30,336        28,862
 Jackpot liabilities                         28,983        25,072
 Accrued employee benefit plan 
   liabilities                                7,662        11,302
 Accrued dividends payable                    3,760         3,866
 Accrued vacation liability                   5,939         5,664
 Other accrued liabilities                   15,754        15,568

   Total current liabilities                101,289        97,719

LONG-TERM NOTES PAYABLE AND CAPITAL
 LEASE OBLIGATIONS, net of current 
   maturities                               107,147       107,543
LONG-TERM JACKPOT LIABILITIES               252,094       212,341
DEFERRED INCOME TAXES                         1,156             -
OTHER LIABILITIES                             2,509             5
   Total liabilities                        464,195       417,608

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
 Common stock, $.000625 par value; 
   320,000,000 shares authorized; 
   150,461,266 and 150,118,534 
   shares issued                                 94            94
 Additional paid-in capital                 234,129       231,338
 Retained earnings                          504,538       463,039
 Treasury stock; 25,071,546 and
   21,268,046 shares at cost               (187,497)     (143,281)
 Net unrealized gain on investment
   securities                                 4,365         2,900
   Total stockholders' equity               555,629       554,090
   Total liabilities and stockholders'
     equity                              $1,019,824      $971,698
</TABLE>
The accompanying notes are an integral part of these consolidated financial
                                statements.
        
<PAGE>
                             
              INTERNATIONAL GAME TECHNOLOGY AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)
[CAPTION]
                                                 SIX MONTHS ENDED
                                                    MARCH 31,
(Dollars in thousands)                           1996        1995
CASH FLOWS FROM OPERATING ACTIVITIES:
<TABLE>
<S>                                            <C>         <C>        
NET INCOME                                     $47,030     $48,687
Adjustments to reconcile net income to
 net cash provided by operating activities:
 Depreciation and amortization                  13,384      13,121
 Provision for bad debts                         6,134       3,612
 Provision for inventory obsolescence            8,596       3,254
 Loss on sale of assets                          3,253       1,182
 Common stock awards                               176           -
 (Increase) decrease in assets:
   Receivables                                    (480)     18,368
   Inventories                                 (40,393)     19,898
   Prepaid expenses and other                   (2,078)      3,908
   Other assets                                 (5,370)     (5,644)
 Increase (decrease) in liabilities:
   Accounts payable and accrued liabilities        975      (2,714)
   Accrued and deferred income taxes payable,
     net of tax benefit of stock option and
     purchase plans                            (26,591)    (14,981)
 Other                                           1,276        (175)
   Total adjustments                           (41,118)     39,829

   Net cash provided by operating activities     5,912      88,516

</TABLE>

                                (Continued)
<PAGE>

              INTERNATIONAL GAME TECHNOLOGY AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Continued from previous page)
                                (Unaudited)
[CAPTION]
                                                 SIX MONTHS ENDED
                                                    MARCH 31,
(Dollars in thousands)                           1996        1995
<TABLE>
<S>                                           <C>        <C>
CASH FLOWS FROM INVESTING ACTIVITIES:
 Investment in property, plant and equipment  ($44,700)  ($20,387)
 Proceeds from sale of property,
   plant and equipment                           2,324      3,120
 Purchase of investment securities             (34,133)    (6,902)
 Proceeds from sale of investment securities    31,342     28,128
 Proceeds from investments to fund
   liabilities to jackpot winners               13,930     10,153
 Purchase of investments to fund
   liabilities to jackpot winners              (60,018)   (30,167)
   Net cash used in investing activities       (91,255)   (16,055)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Principal payments on debt                     (3,329)      (238)
 Proceeds of long-term debt                      3,912        825
 Payments on liabilities to jackpot winners    (13,930)   (10,153)
 Collections from systems to fund
   liabilities to jackpot winners               57,594     39,476
 Proceeds from stock options exercised           1,062        421
 Payments of cash dividends                     (7,721)    (7,881)
 Payments to purchase treasury stock           (44,215)   (46,423)
 Proceeds from employee stock purchase plan      1,047        958
   Net cash used in financing activities        (5,580)   (23,015)

EFFECT OF EXCHANGE RATE CHANGES ON CASH          2,810       (123)

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                              (88,113)    49,323

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                           241,613    142,730

CASH AND CASH EQUIVALENTS AT END OF
 PERIOD                                       $153,500   $192,053
</TABLE>

The accompanying notes are an integral part of these consolidated financial
                                statements.

<PAGE>

              INTERNATIONAL GAME TECHNOLOGY AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (Unaudited)

1.   Notes and Contracts Receivable

      The following allowances for doubtful notes and contracts were netted
against current and long-term maturities:

[CAPTION]
<TABLE>
                                    March 31,  September 30,
                                      1996        1995
                    (Dollars in thousands)
                    <S>             <C>          <C>
                    Current         $ 3,227      $ 3,465
                    Long-term        12,490       10,149
                                    $15,717      $13,614
</TABLE>

2.   Construction of New Corporate Headquarters and Manufacturing Facility

      In May 1994, the Company purchased a 78-acre site in Reno, Nevada for
approximately $6.0 million for the construction of an approximately 915,000
square   foot   office,  manufacturing  and  warehousing   facility.    The
manufacturing  and  warehousing facility was completed  in  early  calendar
1996.   The  Company anticipates that the office facility will be completed
in  late calendar 1996, absent unexpected delays.  The estimated total cost
of the facilities, including the site, is $82.4 million.

3.   Income Taxes

      The provision for income taxes is computed on pre-tax income reported
in  the  financial  statements.  The provision differs  from  income  taxes
currently  payable  because  certain  items  of  income  and  expense   are
recognized  in  different periods for financial statement  and  tax  return
purposes.

4.   Concentrations of Credit Risk

      The  financial  instruments that potentially subject the  Company  to
concentrations  of  credit  risk  consist  principally  of  cash  and  cash
equivalents  and  accounts, contracts, and notes receivable.   The  Company
maintains cash and cash equivalents with various financial institutions  in
amounts, which at times, may be in excess of the FDIC insurance limits.

<PAGE>

              INTERNATIONAL GAME TECHNOLOGY AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                (Unaudited)

      Product  sales  and  the resulting receivables  are  concentrated  in
specific legalized gaming regions.  The Company also distributes a  portion
of  its  products through third party distributors resulting in significant
distributor receivables.  At March 31, 1996 accounts, contracts, and  notes
receivable by region as a percentage of total receivables are as follows:
[CAPTION]
<TABLE>
               <S>                                          <C>
               Nevada                                       33.4%
               Riverboats (greater Mississippi River area)  14.7%
               Colorado                                      7.1%
               Native American Casinos (distributor)         6.3%
               New Jersey (distributor)                      4.1%
               South America                                 3.6%
               Asia                                          1.6%
               Louisiana (distributor)                       1.4%
               Other Regions (individually less than 2%)    27.8%
                 Total                                     100.0%
</TABLE>
        
      Effective  September 30, 1993, the Company sold its equity  ownership
interest  in  CMS  International  ("CMS") to  Summit  Casinos-Nevada,  Inc.
("Summit"),  whose owners include senior management of  CMS.   The  Company
remains as guarantor on certain indebtedness of CMS, which had at March 31,
1996  an  aggregate  balance of $15.9 million.  The notes  that  have  been
guaranteed  are  also collateralized by the respective  casino  properties.
Summit  has  agreed to indemnify and hold the Company harmless against  any
liability   arising  under  these  guarantees.   Management  believes   the
likelihood of losses relating to these guarantees is remote.

5.   Supplemental Statement of Cash Flows Information

      Certain  noncash investing and financing activities are not reflected
in the consolidated statements of cash flows.

      The tax benefit of stock options exercised and awards granted totaled
$506,000  and  $231,000 for the six months ended March 31, 1996  and  1995,
respectively.

      Unrealized  gains  (losses) on investments,  net  of  taxes  totaling
$1,465,000 and ($2,157,000) were recorded as "Unrealized Gains (losses)  on
Investments"  in  stockholder's equity for the six months ended  March  31,
1996 and 1995, respectively.

     On February 20, 1996, the Board of Directors declared a quarterly cash
dividend  of  $.03  per share, payable on June 3, 1996 to  shareholders  of
record  at  the close of business on May 1, 1996.  At March 31,  1996,  the
Company had accrued $3,760,000 for the payment of this dividend.

      Payments of interest for the six months ended March 31, 1996 and 1995
were  $11,912,000 and $9,943,000, respectively.  Payments for income  taxes
for  the  first  six  months of fiscal 1996 and 1995 were  $46,500,000  and
$26,776,000, respectively.

<PAGE>

              INTERNATIONAL GAME TECHNOLOGY AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                (Unaudited)

6.   Contingencies

      The  Company has been named in and has brought lawsuits in the normal
course  of business. Management does not expect the outcome of these suits,
including the lawsuit described below, to have a material adverse effect on
the Company's financial position or results of future operations.

      The  Company is a defendant in three class action lawsuits, one filed
in  the United States District Court of Nevada, Southern Division, entitled
Larry  Schreier v. Caesar's World, Inc., et al., ("Schreier") and two filed
in  the United States District Court of Florida, Orlando Division, entitled
Poulos  v.  Caesar's World, Inc., et al. ("Poulos") and Ahern  v.  Caesar's
World,  Inc., et al. ("Ahern"), which have been consolidated  in  a  single
action.  Also named as defendants in these actions were many, if not  most,
of  the  largest gaming companies in the United States, and  certain  other
gaming  equipment  manufacturers.   Each  complaint  is  identical  in  its
material  allegations. The actions allege that the defendants have  engaged
in fraudulent and misleading conduct by inducing people to play video poker
machines  and  electronic slot machines, based on false beliefs  concerning
how  the  machines  operate and the extent to which there  is  actually  an
opportunity  to  win  on  a  given play.  The complaints  allege  that  the
defendants'  acts  constitute violations of the  Racketeer  Influenced  and
Corrupt Organizations Act ("RICO"), and also give rise to claims for common
law  fraud  and  unjust  enrichment, and  it  seeks  compensatory,  special
consequential, incidental and punitive damages of several billion  dollars.
The  appropriate Courts granted defendants' motion to transfer venue of all
three  matters to the U.S. District Court in Las Vegas, Nevada.   On  April
17, 1996, the U.S. District Court Judge hearing the matter in Nevada issued
an  order  based  on  several  motions to  dismiss  filed  by  the  various
defendants  in  the  Poulos  and  Ahern matters.   The  order  granted  the
defendants' motions to dismiss, allowing the plaintiffs until May 31,  1996
to  amend the complaints.  Motions to dismiss are similarly pending  before
the Court in the Schrier matter, awaiting a decision.

Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations

THREE MONTHS ENDED MARCH 31, 1996 COMPARED TO
THREE MONTHS ENDED MARCH 31, 1995

      Revenues for the second quarter of fiscal 1996 totaled $160.5 million
compared  to  $150.0  million in the second quarter of  fiscal  1995.   Net
income  for the quarter was $19.4 million or $.15 per share for the current
quarter  compared  to $23.1 million or $.18 for the comparable  prior  year
period.

Revenues and Gross Profit Margins

      Total  revenues increased $10.5 million or 7% due primarily to growth
in the gaming operations segment.

      Product sales revenue decreased slightly from $101.8 million  in  the
second  quarter of fiscal 1995 to $100.1 million in the second  quarter  of
fiscal  1996  due  to  a  decrease in unit volume,  primarily  in  domestic
markets.   Domestic machine sales totaled 13,063 and 14,844 in  the  second
quarter of fiscal 1996 and 1995, respectively.  This 12% decrease in  units
sold  in  domestic  markets  resulted  from  decreases  in  the  riverboat,
racetrack and Louisiana markets due to fewer new casino openings  in  these
markets,   partially  offset  by  increases  in  units  sold   in   Nevada.
International  sales  grew by 1,078 units or 38.7% compared  to  the  prior
quarter, led primarily by sales in South America and Europe.

      The  Company  anticipates that the slower growth of the  U.S.  market
experienced  in  fiscal 1995 and the first six months of fiscal  1996  will
continue in the near future.  This decreased rate of growth may be  offset,
in  part,  by  future  growth in international  markets.   The  Company  is
pursuing international opportunities in a variety of jurisdiction including
opportunities in South Africa, Asia and South America.  The pace of  growth
within  domestic and international markets is, however, outside the control
of  the  Company  and  has been and continues to be  influenced  by  public
opinion  and  the legal and electoral processes.  As a result, the  Company
cannot  predict the rate at which domestic and international  markets  will
develop  and  any  slowdown  or delay in the growth  of  new  markets  will
adversely affect the Company's futute results.

      Revenues from gaming operations in the second quarter grew  to  $60.4
million, 25% over the second quarter of fiscal 1995.  The increase  is  due
to  the installation of seven new progressive systems since the prior  year
second quarter, as well as increased machine installations in virtually all
existing  jurisdictions, with the largest increases in  the  Louisiana  and
Native  American  markets.  Additionally, second quarter gaming  operations
revenues  benefited from the introduction of gaming at  two  racetracks  in
Delaware  during the current fiscal year where the Company leases machines.
As  of  March  31, 1996, there were approximately 8,900 linked  progressive
gaming  machines operating on 41 16T systems in nine jurisdictions compared
to approximately 8,000 such machines operating at March 31, 1995.

      The  gross  margin on product sales improved from 44% in  the  second
quarter of fiscal 1995 to 46% in the current quarter.  This increase is due
primarily  to improved margins on international sales over the prior  year.
International sales comprised 20% of total product sales revenues  compared
to 15% in the prior year.  The gross margin on gaming operations was 49% in
the  current  quarter,  decreasing from 53% in the  comparable  prior  year
period.   The  decrease in gaming operations gross  profit  is  due  to  an
increase  in the cost of interest-sensitive annuities the Company purchases
to fund the jackpot payments.

<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations, continued

Expenses

      Selling,  general and administrative expenses increased $6.8  million
due to costs associated with recent management changes as well as increased
advertising  in  Nevada.  Research and development  expenses  totaled  $6.4
million  and $7.2 million in the second quarters of fiscal 1996  and  1995,
respectively,  due  primarily to an increase in customer-requested  product
engineering.   This  custom  engineering  is  charged  to  customers   and,
therefore, included in cost of sales.

      Depreciation  and amortization expenses were $6.5  million  and  $6.9
million, for the quarters ended March 31, 1996 and 1995, respectively.  The
decrease in depreciation expense is due to the acceleration of depreciation
in  early  1996  for leasehold improvements from certain of  the  Company's
facilities  in Reno, Nevada that were recently vacated.  This decrease  was
partially offset by an increase in depreciation related to a larger  number
of  units  installed  on  the Company's linked  progressive  systems.   The
provision  for  bad  debts increased from $2.1 for the  second  quarter  of
fiscal  1995 to $4.5 million in the current quarter.  This increase is  due
to reserves related to certain international developing markets.

Other Income and Expense

      Interest  income  decreased $.2 million from the  second  quarter  of
fiscal  1995.  The decrease is the result of decreased interest  income  on
notes and contracts receivable related to lower receivable balances between
the  periods  and lower interest rates charged, offset by  an  increase  in
interest  income  related to income-producing investments  to  fund  future
jackpot  payments.  Additionally, cash has been invested in lower yielding,
tax  preferred securities.  Interest expense totaled $5.1 million and  $5.3
million for the quarters ended March 31, 1996 and 1995, respectively.  This
decrease  was  primarily the result of capitalization of  $1.6  million  of
interest  associated  with  construction  of  the  Company's  manufacturing
facility  (see Notes 2 and 5).  Partially offsetting this decrease,  system
interest  expense resulting from a greater number of jackpot  winners  from
the Company's progressive systems increased $.9 million.

      Loss  on the sale of assets during the second quarter of fiscal  1996
increased  $2.8  million  over the comparable  prior  year  quarter.   This
increase  is primarily the result of reserves established for the Company's
investment in China and other developing international markets as well as a
charge  to  write-off the Company's remaining investment in  Radica  Games,
Limited, which was sold during the second quarter of fiscal 1996.

SIX MONTHS ENDED MARCH 31, 1996 COMPARED TO
SIX MONTHS ENDED MARCH 31, 1995

      Net  income for the six months ended March 31, 1996 was $47.0 million
compared  to  $48.7.   Earnings per share was  unchanged  between  the  two
periods at $.37 per share.

Revenues and Gross Profit Margins

      Total  revenues were $316.8 million and $309.2 million for the  first
six  months of fiscal 1996 and 1995, respectively.  This fluctuation is the
net  result  of  a  26% increase in gaming operations revenues  and  an  8%
decline in products sales.

<PAGE>

Item  2.   Management's Discussion and Analysis of Financial Condition  and
Results of Operations

Results of Operations, continued

      Product sales revenues totaled $199.2 million and $215.9 million  for
the  first  half  of fiscal 1996 and 1995, respectively.   The  decline  in
revenues attributable to a decrease in unit volume was partially offset  by
a  7%  increase in average sales price per unit.  Domestically, unit  sales
decreased  from  32,400 in the prior year period to 24,200 in  the  current
period.   The  decline  is  primarily due to  declines  in  demand  in  the
riverboat market associated with fewer new casino openings in this  market.
However,  international unit sales increased 2,900 units, or 52%,  for  the
six-month period relative to the comparable prior year period.  The largest
increases in international markets came from Europe and South America.

      Gaming  operations revenue increased to $117.6 million in the current
period  from  $93.3 million from the first half of fiscal 1995.   This  26%
increase  is  attributable to several factors.  The Company has  introduced
seven  new  progressive systems since the prior year period,  primarily  in
Native  American,  Louisiana and Nevada markets.   Additionally,  play  has
increased  in  virtually  all  jurisdictions including  Nevada  and  Native
American  Megabucks systems.

     Gross profits on total revenues were $146.0 million and $144.2 million
for  the six months ended March 31, 1996 and 1995, respectively.  The gross
margin on product sales increased from 43% to 45% due to a 5% reduction  in
production  employees  in the current period relative  to  the  prior  year
period.  Improved gross margins on international sales also contributed  to
this improvement.

Expenses

      Selling,  general  and administrative expenses increased  from  $44.2
million  for the first half of fiscal 1995 to $54.1 million in the  current
period.   This increase is due to costs associated with relocation  to  the
Company's new manufacturing facility of $3.2 million and costs relating  to
recent  management  changes  of  $2.7  million.  Research  and  development
expenses  totaled  $12.7 million and $14.3 million for the  first  half  of
fiscal  1996  and 1995, respectively.  This decline is due to an  increase 
in the amount of custom  research and development on customer orders  which
results  in  a charge to cost of sales and reduced research and development.

      Depreciation  and amortization increased by $263,000 from  the  prior
year  period.   This  increase is the net result of  $1.2  million  greater
depreciation related to progressive systems due to the increased number  of
installed  machines, offset by a decrease in depreciation for the  recently
vacated leased facilities in Reno, Nevada. Depreciation was accelerated  in
the  prior year to recognize the expense while such facilities were in use.
The  provision  for bad debts increased $2.5 million  from the  prior  year
period  due  to  reserves  established  for  sales  to  certain  developing
international markets.

Other Income and Expense

      Interest income increased to $19.1 million from $18.5 million in  the
six-month period ended March 31, 1996 compared to March 31, 1995.  Interest
income  from  notes and contracts receivable was down $2.3 million  due  to
lower  average  balances  and  a decrease in the  interest  rates  charged.
Systems  related interest income grew $1.6 million compared  to  the  first
half of 1995 due to increased play, resulting in increased income-producing
investments  to  fund  future  jackpot  payments.   Interest  expense   was
unchanged           between           the           two            periods.

<PAGE>

Item  2.   Management's Discussion and Analysis of Financial Condition  and
Results of Operations

Results of Operations, continued

However,  interest  expense related to jackpot liabilities  increased  $1.6
million over the first half of fiscal 1995 in response to increased play on
the  Company's progressive systems.  This increase is offset by a  decrease
in  interest expense related to capitalization of interest costs associated
with construction of the Company's new facility (see Note 2).

      The  loss  on sale of assets increased $2.1 million between  the  six
months  ended March 31, 1996 and 1995.  This increase is primarily  due  to
reserves established related to the Company's investment in China and other
developing international markets together with a charge of $1.5 million  to
write-off  the  Company's remaining investment in  Radica  Games,  Limited,
which was sold during the second quarter of fiscal 1996.

      Other  income increased $8.2 million due primarily to a $7.6  million
settlement of a lawsuit which was received by IGT-Australia from the  State
of Victoria, Australia in the first quarter of fiscal 1996.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

      Working capital decreased $53.6 million to $455.4 million during  the
six months ended March 31, 1996. The primary factor for this decrease was a
decrease in cash and cash equivalents of $88.1 million caused by cash  used
in  investing  activities  of  $91.3  million  relating  primarily  to  the
construction  of  the Company's new manufacturing facility  (see  Note  2).
Offsetting this decrease in working capital was an increase in inventory of
$28.5  million.  Inventories have been increased to insulate the  Company's
customers  from  the impact of the relocation and the resulting  production
down  time (see Note 2).  Additionally, the Company anticipates that  there
may  be  a  seasonal increase in demand for it's products in  the  upcoming
quarter.

Cash Flow

     During the six months ended March 31, 1996, the Company generated cash
from  operating  activities  of $5.9 million.  Collections  on  receivables
approximately  equal to sales provided operating cash  while  increases  in
inventories and decreases in accrued and deferred income taxes payable used
operating cash.

      This  increase in operating cash was offset by cash used in investing
activities  of $91.3 million as discussed above and cash used in  financing
activities of $5.6 million which was the net effect of activity related  to
operation of the Company's progressive systems and the purchase of treasury
stock.

Lines Of Credit

      As  of March 31, 1996, the Company had a $50.0 million unsecured bank
line of credit with various interest rate options available to the Company.
The  line  of credit is available for funding operations and to  facilitate
standby letters of credit.  The Company is charged a nominal fee on amounts
used  against the line as security for letters of credit.  Funds  available
under this line are reduced by any amounts used as security for letters  of
credit.  At March 31, 1996, $48.0 million was available under this line  of
credit.

<PAGE>

Item  2.   Management's Discussion and Analysis of Financial Condition  and
Results of Operations

      IGT-Australia  had  a $5,500,000 (Australian)  bank  line  of  credit
available  as of March 31, 1996.  Interest is paid at the lenders reference
rate  plus  1 %.  This line is secured by equitable mortgages,  and  has  a
provision  for review and renewal annually in May.  At March 31,  1996,  no
funds were drawn under this line.

      The Company is required to comply, and is in compliance, with certain
covenants  contained in these line of credit agreements which, among  other
things,  limit  financial commitments the Company may make without  written
consent  of  the  lender and require the maintenance of  certain  financial
ratios, minimum working capital and net worth of the Company.

Stock Repurchase

      A  stock repurchase program was originally authorized by the Board of
Directors  in October 1990.  This repurchase program currently  allows  for
the  purchase of up to 50.0 million shares.  During the second  quarter  of
fiscal  1996, the Company purchased 1,459,000 shares of its own outstanding
stock  for  a  total of $16.9 million in cash.  As of March 31,  1996,  the
Company  has purchased a total of 25.1 million shares (adjusted  for  stock
splits) under this repurchase program.

RECENTLY ISSUED ACCOUNTING STANDARDS

      The Financial Accounting Standards Board ("FASB") issued Statement of
Financial  Accounting  Standard  ("SFAS")  No.  121  "Accounting  for   the
Impairment  of Long-Lived Assets and for Long-Lived Assets to  be  Disposed
Of" in March 1995.  This statement, effective for the Company's fiscal year
ended  September  30,  1997, requires that long-lived  assets  and  certain
identifiable  intangibles to be held and used by an entity be reviewed  for
impairment  whenever events or changes in circumstances indicate  that  the
carrying  amount  of an asset may not be recoverable.  Management  believes
that  if SFAS No. 121 had been adopted at March 31, 1996, it would not have
had a significant effect on the financial position or results of operations
of the Company.

      In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-
Based Compensation," which will be effective for the Company's fiscal  year
ended  September 30, 1997.  SFAS No. 123 requires expanded  disclosures  of
stock-based  compensation arrangements with employees and  encourages  (but
does  not require) compensation cost to be measured based on the fair value
of  the  equity instrument awarded.  Companies are permitted,  however,  to
continue  to  apply APB Opinion No. 25, which recognizes compensation  cost
based on the intrinsic value of the equity instrument awarded.  The Company
has not determined which method under SFAS No. 123 it will implement.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

      The  foregoing Management's Discussion and Analysis contains  various
"forward-looking  statements" within the meaning  of  Section  27A  of  the
Securities  Act  of  1933, as amended, and Sections 21E of  the  Securities
Exchange   Act   of  1934,  as  amended,  which  represent  the   Company's
expectations or beliefs concerning future events, including the  following:
statements   regarding  the  rate  of  future  growth   of   domestic   and
international gaming markets; statements regarding new markets  for  linked
progressive  systems and the statement regarding seasonal increased  demand
for the Company's products.  In addition, statements containing
<PAGE>

CAUTIONARY  STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS  OF  THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, (the "Act"), (continued)

expressions  such  as "believes," "anticipates" or "expects"  used  in  the
Company's  periodic reports on Forms 10-K and 10-Q filed with the  SEC  are
intended to identify forward-looking statements.  The Company cautions that
these  and  similar  statements included in this report and  in  previously
filed  periodic reports including reports filed on Forms 10-K and 10-Q  are
further  qualified by important factors that could cause actual results  to
differ  materially from those in the forward-looking statement,  including,
without limitation, the following: decline in demand for gaming products or
reduction  in  the  growth  rate of new markets;  the  effect  of  economic
conditions; a decline in the market acceptability of gaming; political  and
economic instability in developing international markets; a decline in  the
demand for replacement machines with imbedded bill acceptors; a decrease in
the  desire of established casinos to upgrade machines in response to added
competition  from  newly constructed casinos; the loss  of  a  distributor;
changes  in interest rates causing a reduction of investment income  or  in
the  market interest rate sensitive investments loss or retirement  of  key
executives;  approval of pending patent applications or  infringement  upon
existing  patents;  the  effect  of regulatory  and  governmental  actions;
unfavorable  determination  of suitability by regulatory  authorities  with
respect   to   officers,  directors  or  key  employees;  the   limitation,
conditioning  or  suspension  of any gaming  license;  adverse  results  of
significant litigation matters; fluctuations in exchange rates, tariffs and
other  barriers.  Many of the foregoing factors have been discussed in  the
Company's  prior SEC filings and, had the amendments to the Securities  Act
of 1933 and Securities Exchange Act of 1934 become effective at a different
time, would have been discussed in an earlier filing.

<PAGE>

                        PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

     None.

Item 2.  Changes in Securities

     None.

Item 3.  Defaults Upon Senior Securities

     None.

Item 4.  Submission of Matters to a Vote of Security Holders

     None.

Item 5.  Other Information

     None.

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

     None.

     (b)  Reports on Form 8-K

     None.


     Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

Date:  May 15, 1996



                                        INTERNATIONAL GAME TECHNOLOGY



                                        By:/s/ Scott Shackelton
                                           Scott Shackelton
                                           Vice President
                                           Corporate Controller
                                           (Chief Accounting Officer)



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<NAME> INTERNATIONAL GAME TECHNOLOGY
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