INTERNATIONAL GAME TECHNOLOGY
10-Q, 1996-02-14
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 DECEMBER 31, 1995

                                    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 February 6, 1996
              Common Stock                  125,519,122
                                    par value $.000625 per share

<PAGE>

                      Part I - Financial Information

Item 1.  Financial Statements

      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 the largest manufacturer 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  lottery  video gaming terminals and has developed  specialized
lottery  video gaming 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>

Consolidated Statements of Income

[CAPTION]
<TABLE>
                                                  Three Months Ended
                                                     December 31,
                                               1995               1994
       <S>                                    <C>                <C>
       (Amounts in thousands, except 
         per share amounts)
       Revenues
          Product sales                       $99,080            $114,144
          Gaming operations                    57,143              45,036
            Total revenues                    156,223             159,180

       Costs And Expenses
          Cost of product sales                54,930              66,252
          Gaming operations                    30,277              19,016
          Selling, general and administrative  25,509              22,352
          Depreciation and amortization         6,866               6,259
          Research and development              6,303               7,079
          Provision for bad debts               1,664               1,486
            Total costs and expenses          125,549             122,444

       Income From Operations                  30,674              36,736

       Other Income (Expense)
          Interest income                       9,730               8,991
          Interest expense                     (5,219)             (5,113)
          Loss on sale of assets                  (14)               (695)
          Other                                 8,042                 121
            Other income, net                  12,539               3,304
       Income Before Income Taxes              43,213              40,040
       Provision For Income Taxes              15,550              14,414
       Net Income                             $27,663             $25,626

       Primary Earnings Per Share               $0.21               $0.19

       Fully Diluted Earnings Per Share         $0.21               $0.19

       Weighted Average Common And Common
          Equivalent Shares Outstanding       128,879             133,667

       Weighted Average Common Shares
          Outstanding Assuming Full Dilution  128,879             133,667
</TABLE>


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

<PAGE>

[CAPTION]
Consolidated Balance Sheets
<TABLE>
                                            December 31,     September 30,
                                                1995             1995
       <S>                                   <C>                <C> 
       (Dollars in thousands)
       Assets
       Current Assets
          Cash and cash equivalents          $235,602           $241,613
          Investment securities, 
             at market value                   48,167             47,813
          Accounts receivable, net of 
             allowances for doubtful
             accounts of $5,681 and $5,182    106,909            113,196
          Current maturities of long-term 
             notes and contracts receivable, 
             net of allowances                 60,966             80,271
          Inventories, net of allowances for
            obsolescence of $17,241 
            and $14,902:
            Raw materials                      46,534             39,526
            Work-in-process                     6,485              4,836
            Finished goods                     33,593             29,463
            Total inventories                  86,612             73,825
          Deferred income taxes                32,069             25,336
          Investments to fund liabilities 
            to jackpot winners                 21,184             19,465
          Prepaid expenses and other            4,459              5,117
            Total current assets              595,968            606,636
       Long-Term Notes and Contracts 
            Receivable, net of allowances 
            and current maturities             54,927             43,511
       Property, Plant and Equipment, at Cost:
          Land                                 13,856             13,910
          Buildings                            14,125             14,270
          Gaming operations equipment          64,456             68,096
          Manufacturing machinery and 
            equipment                          65,221             62,454
          Leasehold improvements               12,485             12,362
          Construction in progress             41,482             23,999
            Total                             211,625            195,091
          Less accumulated depreciation and
            amortization                      (74,871)           (75,793)
            Property, plant and equipment, 
            net                               136,754            119,298
       Investments to Fund Liabilities
          to Jackpot Winners                  184,154            167,398
       Deferred Income Taxes                   40,029             27,735
       Other Assets                             8,957              7,120
          Total Assets                     $1,020,789           $971,698
</TABLE>

<PAGE>

[CAPTION]
Consolidated Balance Sheets
<TABLE>
                                            December 31,      September 30,
                                                1995               1995
       <S>                                   <C>                <C>
       (Dollars in thousands)
       Liabilities and Stockholders' Equity
       Current Liabilities:
          Current maturities of long-term 
            notes payable and capital 
            lease obligations                $  6,870           $  7,385
          Accounts payable                     29,275             28,862
          Jackpot liabilities                  27,915             25,072
          Accrued employee benefit 
            plan liabilities                    4,782             11,302
          Accrued dividends payable             3,796              3,866
          Accrued vacation liability            5,868              5,664
          Other accrued liabilities            46,610             15,568
            Total current liabilities         125,116             97,719
       Long-Term Notes Payable and 
           Capital Lease Obligations, 
           net of current maturities          107,360            107,543
       Long-Term Jackpot Liabilities          232,660            212,341
       Deferred Income Taxes                    1,156                  -
       Other Liabilities                        4,559                  5
            Total liabilities                 470,851            417,608

       Commitments and Contingencies

       Stockholders' Equity:
          Common stock, $.000625 par value;
            320,000,000 shares authorized;
            150,156,238 and 150,118,534 
            shares issued                          94                  94
          Additional paid-in capital          231,486             231,338
          Retained earnings                   486,896             463,039
          Treasury stock; 23,612,546 and
            21,268,046 shares at cost        (170,706)           (143,281)
          Net unrealized gain on 
            investment securities               2,168               2,900
            Total stockholders' equity        549,938             554,090
            Total liabilities and 
            stockholders' equity           $1,020,789            $971,698
</TABLE>

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

[CAPTION]
Consolidated Statements of Cash Flows
<TABLE>
                                                   Three Months Ended
                                                       December 31,
                                                1995               1994
       <S>                                    <C>               <C>
       (Dollars in thousands)
       Cash Flows from Operating Activities:
       Net Income                             $27,663           $25,626
       Adjustments to reconcile net income 
          to net cash provided by operating 
          activities:
          Depreciation and amortization         6,866             6,259
          Provision for bad debts               1,664             1,486
          Provision for inventory 
          obsolescence                          3,303             1,495
          Loss on sale of assets                   14               695
          (Increase) decrease in assets:
            Receivables                        13,036           (11,672)
            Inventories                       (22,491)           16,960
            Prepaid expenses and other           (781)            4,851
            Other assets                       (5,307)           (2,815)
          Increase (decrease) in liabilities:
            Accounts payable and accrued 
            liabilities                           669            (8,040)
            Accrued and deferred income 
            taxes payable, net of tax benefit 
            of stock option and purchase plans 15,003             9,105
          Other                                   257                29
            Total adjustments                  12,233            18,353
            Net cash provided by operating 
            activities                         39,896            43,979
</TABLE>

<PAGE>

[CAPTION]
Consolidated Statements of Cash Flows
<TABLE>
                                                Three Months Ended
                                                   December 31,
                                                1995          1994
       <S>                                    <C>           <C>
       (Dollars in thousands)
       Cash Flows from Investing Activities:
          Investment in property, plant and 
          equipment                           (25,404)       (8,294)
          Proceeds from sale of property,
            plant and equipment                 7,282         1,152
          Purchase of investment securities    (7,686)       (6,365)
          Proceeds from sale of investment 
          securities                            6,751        23,687
          Proceeds from investments to fund
            liabilities to jackpot winners      6,029         4,295
          Purchase of investments to fund
            liabilities to jackpot winners    (24,504)      (14,467)
            Net cash provided by (used in)
            investing activities              (37,532)            8

       Cash Flows from Financing Activities:
          Principal payments on debt           (1,978)          (99)
          Payments on liabilities to
            jackpot winners                    (6,029)       (4,295)
          Collections from systems to fund
            liabilities to jackpot winners     29,191        17,530
          Proceeds from stock options
            exercised                              62           232
          Payments of cash dividends           (3,866)       (3,971)
          Proceeds of long-term debt            1,501             -
          Payments to purchase treasury stock (27,425)            -
            Net cash (used in) provided by
               financing activities            (8,544)        9,397

       Effect of Exchange Rate Changes on Cash    169         1,178
       Net Increase (Decrease) in Cash and
          Cash Equivalents                     (6,011)       54,562

       Cash and Cash Equivalents at 
          Beginning of Period                 241,613       142,730

       Cash and Cash Equivalents at 
          End of Period                      $235,602      $197,292

</TABLE>

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

<PAGE>

Notes to Consolidated Financial Statements

1.   Notes and Contracts Receivable

[CAPTION]
     The following allowances for doubtful notes and contracts were netted
against current and long-term maturities:
<TABLE>
                                     December 31,      September 30,
                                         1995              1995
               <S>                      <C>               <C>
               (Dollars in thousands)
               Current                  $ 1,611           $ 3,465
               Long-term                 12,490            10,149
                                        $14,101           $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 all 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.

      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 December 31, 1995 accounts,  contracts,  and
notes  receivable  by region as a percentage of total  receivables  are  as
follows:

[CAPTION]
<TABLE>
     <S>                                              <C>
     Nevada                                            34.1%
     Riverboats (greater Mississippi River area)       17.6%
     Colorado                                           8.5%
     Native American Casinos (distributor)              8.1%
     Louisiana (distributor)                            1.9%
     New Jersey (distributor)                           1.8%
     Other Regions (individually less than 5%)         28.0%
            Total                                     100.0%
</TABLE>
<PAGE>

Notes to Consolidated Financial Statements

      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, at December 31,
1995, had an aggregate balance of $16.1 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  it  is
unlikely that the Company will incur losses relating to these guarantees.

5.   Supplemental Statement of Cash Flows Information

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

     The Company manufactures gaming machines which are leased to customers
under  capital leases. Accordingly, transfers from inventory  to  property,
plant  and  equipment totaling $6,435,000 and $2,571,000 were made  in  the
quarters ended December 31, 1995 and 1994, respectively.

      The tax benefit of stock options totaled $86,000 and $168,000 for the
three months ended December 31, 1995 and 1994, respectively.

      During  the  quarter  ended December 31, 1995, unrealized  losses  on
investments,  net  of  taxes totaling $732,000 were  recorded  within  "Net
unrealized gain on investment securities" in stockholder's equity.

      On December 1, 1995, the Board of Directors declared a quarterly cash
dividend  of  $.03 per share, payable on March 1, 1996 to  shareholders  of
record at the close of business on February 1, 1996.  At December 31, 1995,
the Company had accrued $3,897,000 for the payment of this dividend.

      Payments of interest for the three months ended December 31, 1995 and
1994  were  $6,774,000 and $4,723,000, respectively.  Payments  for  income
taxes  for  the first three months of fiscal 1996 and 1995 were  $2,000,000
and $1,500,000, respectively.

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., and two filed in the United
States  District  Court of Florida, Orlando Division,  entitled  Poulos  v.
Caesar's  World, Inc., et al. and Ahern v. Caesar's World,  Inc.,  et  al.,
which  have  been consolidated in a single action. Also named as defendants
in  these actions are 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
Notes to Consolidated Financial Statements

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.

      In  response to the complaints, all of the defendants, including  the
Company,  filed  motions attacking the pleadings for  failure  to  state  a
claim,  seeking to dismiss the complaints for lack of personal jurisdiction
and  venue, and seeking to transfer venue of the actions to Las Vegas.  The
Court has granted the defendants' motion to transfer venue of the action to
Las  Vegas.  Plaintiffs  have  responded to  all  motions,  and  have  also
propounded discovery with respect to each defendant on jurisdiction, venue,
and  class issues. The Company expects that there will be further  briefing
on  the motions, and the Court has not indicated when it will rule on these
motions.  Plaintiffs have also filed their motion to certify the  class.  A
representative  group  of  the  defendants  took  the  deposition  of  each
plaintiff, and also obtained documents from the plaintiffs. It is not known
when the Court will rule on the class certification motions.

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

Results of Operations

THREE MONTHS ENDED DECEMBER 31, 1995 COMPARED TO THE
THREE MONTHS ENDED DECEMBER 31, 1994

      Revenues for the first quarter of fiscal 1996 totaled $156.2  million
as  compared  to $159.2 million in the first quarter of fiscal  1995.   Net
income  for  the quarter was $27.7 million or $.21 per fully diluted  share
versus $25.6 million or $.19 per share in the prior year.

Revenues and Gross Profit Margins

      Total revenues decreased 2% as a result of a 13% reduction in product
sales revenue partially offset by a 27% gain in gaming operations revenue.

     Product sales revenue of $99.1 million for the first quarter of fiscal
1996  decreased $15.1 million from the comparable prior year  period.   The
Company sold 17,100 and 20,300 machines during the first quarter of  fiscal
1996  and 1995, respectively.  The decrease in sales is due to fewer  sales
to Native American, Nevada and riverboat markets.  During the first quarter
of  fiscal  1995, significant sales were made in the riverboat  markets  in
connection  with  the  openings of several new casinos.   Although  machine
sales  have  decreased in domestic markets, the Company remains a  dominant
supplier to gaming operators in North America and internationally.  In  the
international  markets,  the Company sold 4,800  machines  in  the  current
quarter compared to 2,700 in the first quarter of fiscal 1995.

      Revenues  from gaming operations in the first quarter grew  to  $57.1
million in comparison to $45.0 million for the same period last year.  This
27%  increase  is primarily attributable to the expansion of the  Company's
linked  progressive  systems  in the Native American  and  Nevada  markets.
Progressive  system revenue growth in the Native American  market  resulted
from  an increase in the installed base of machines from 100 games  in  the
first  quarter of fiscal 1995 to 800 in the current quarter.  Nevada  wide-
area progressive system revenues are up primarily due to increased play  on
the Company's Megabucks system and the introduction of the new Quarters and
Dollars Deluxe systems which began last year.

      Gross  profit on total revenues for the first quarter of fiscal  1996
was $71.0 million compared to $73.9 million for the first quarter of fiscal
1995.   The  gross margin on product sales increased from 42% in the  first
quarter  of  fiscal  1995  to 45% in the current quarter  due  to  improved
production  efficiencies  which resulted from  having  fewer  direct  labor
employees  in  the current period compared to the first quarter  of  fiscal
1995.  International  sales, which had higher than  average  margins,  also
contributed to the increased margin on product sales. The gross  margin  on
gaming operations was 47% and 58% for the first quarter of fiscal 1996  and
1995,  respectively. This decrease in gross profit margin  relates  to  the
increase  in the cost of interest sensitive annuities the Company purchases
to fund jackpot payments.

Expenses

     Selling, general and administrative expenses increased $3.2 million or
14%  for  the  first quarter in comparison to the same prior  year  period.
This  increase is primarily the result of costs associated with  relocation
to  the  Company's  new manufacturing facility.  Research  and  development
expenses totaled $6.3

<PAGE>

Item  2.   Management's Discussion and Analysis of Financial Condition  and
Results of Operations, (continued)

million  for the quarter compared to $7.1 million for the first quarter  of
fiscal  1995.   This  decrease  is  due  to  two  factors.   Research   and
development  expenses  decreased  due to allocating  a  larger  portion  of
engineering  efforts toward custom engineering in the current period.   The
expenses  incurred  for custom engineering are charged  to  customers  and,
therefore,   included  in  cost  of  sales.   Additionally,  research   and
development  expenses in Australia declined $275,000 due to the  completion
of  design  and  development  of the Game King  product  which  is  now  in
production.

      Depreciation  and amortization expenses were $6.9  million  and  $6.3
million  for  the quarters ended December 31, 1995 and 1994,  respectively.
The increase over the prior year period is primarily due to depreciation of
the  larger  number of units installed on the Company's linked  progressive
systems.   The  provision  for  bad debts in the  first  quarter  increased
$178,000  in comparison to the prior first quarter.  This increase  is  due
primarily to sales in emerging markets.

Other Income and Expense

      The  increase in interest income from $9.0 million in the prior  year
first  quarter  to  $9.7  million  in  the  current  quarter  is  primarily
attributable to the increase in systems play, resulting in increased income-
producing  investments  to fund future jackpot payments.   Correspondingly,
interest expense which totaled $5.2 million and $5.1 million for the  first
quarter of fiscal 1996 and 1995, respectively, has increased in response to
this  overall  growth  in jackpot liabilities.  The  increase  in  interest
expense  related  to  the jackpot liability was offset  by  a  decrease  in
interest  expense  due  to  capitalization  of  interest  associated   with
construction of the Company's manufacturing facility (see Note 2).

     The loss on the sale of assets during the first quarter of fiscal 1996
decreased  $681,000 from the comparable prior year period due to unrealized
losses  recorded in the prior year quarter for the Company's investment  in
the common stock of Radica Games Limited.

      Other  income increased $7.9 million over the first quarter of fiscal
1995  due primarily to a $7.6 million settlement which was received by IGT-
Australia from the State of Victoria, Australia.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

      Working capital decreased $38.1 million to $470.9 million during  the
three  months  ended  December  31, 1995.  The  primary  factors  for  this
decrease  are  as follows.  Working capital decreased due to  decreases  in
current  maturities  of long-term notes and contracts receivable  of  $19.3
million which was attributable, in part, to substantial payments of current
balances.   Working  capital also decreased due to an increase  in  accrued
income  taxes payable which is due to the timing of estimated tax payments.
This  decrease in working capital was offset by the $12.8 million  increase
in inventories.  To insulate the Company's customers from the impact of the
relocation and the resulting production down time, additional inventory was
acquired and produced in advance of the relocation (see Note 2).
Item  2.   Management's Discussion and Analysis of Financial Condition  and
Results of Operations, (continued)

Cash Flow

      During  the  three month period ended December 31, 1995, the  Company
generated  cash from operating activities of $39.9 million.   Decreases  in
receivables  and  increases in accrued and deferred income  taxes  provided
cash   from  operating  activities  while  increases  in  inventories  used
operating cash.

      This  increase in operating cash was offset by cash used in investing
activities of $37.5 million and cash used in financing activities  of  $8.5
million,  respectively.   The  cash used in  investing  activities  relates
primarily to construction of the new manufacturing facility (see note 2) as
well  as  purchases of investments to fund jackpot liabilities.   The  cash
used  in  financing activities is due to purchases of the Company's  common
stock in accordance with the stock repurchase program offset by collections
from the progressive systems to fund the related liabilities.

Lines of Credit

      As  of  December 31, 1995, 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 used for the purpose of 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 December 31, 1995, $48.1  million  was
available under this line of credit.

      IGT-Australia  had  a $4,440,000 (Australian)  bank  line  of  credit
available  as  of  December 31, 1995. Interest  is  paid  at  the  lender's
reference  rate plus 1%.  This line is secured by equitable mortgages,  and
has  a  provision for review and renewal annually in January.  At  December
31, 1995, 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 Plan

      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 24.0 million shares.  During the first  quarter  of
fiscal  1996, the Company purchased 2,344,500 shares of its own outstanding
common stock for a total of $27,425,000 in cash.  During January 1996,  the
Company purchased 1,065,000 shares of its own outstanding stock for a total
of  $11,980,000 in cash.  As of January 31, 1996, the Company has purchased
a total of 21,657,018 million shares (adjusted for stock splits) under this
repurchase program.

<PAGE>

Item  2.   Management's Discussion and Analysis of Financial Condition  and
Results of Operations, (continued)

RECENTLY ISSUED ACCOUNTING STANDARDS

      The Financial Accounting Standards Board ("FASB") issued 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
December  31,  1995,  it  would not have had a significant  effect  on  the
financial position or results of operations of the Company.

      The  FASB  issued SFAS No. 123 "Accounting for Awards of  Stock-Based
Compensation to Employees" in October, 1995.  This statement, effective for
the  Company's  fiscal  year  ended September 30,  1997,  requires  certain
disclosures about the impact on results of operations of the fair value  of
stock-based  employee compensation arrangements.  Management believes  that
if  SFAS  No. 123 had been adopted at December 31, 1995, it would not  have
had a significant effect on the financial position or results of operations
of the Company.

<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.

<PAGE>

     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: February 13, 1996

                                        INTERNATIONAL GAME TECHNOLOGY



                                        By:/s/Scott Shackelton
                                           Scott Shackelton
                                           Vice President
                                           Corporate Controller

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

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<CIK>                         0000353944
<NAME>     INTERNATIONAL GAME TECHNOLOGY
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<PERIOD-START>                         OCT-01-95
<PERIOD-END>                           DEC-31-95
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