SecProbe.io

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Room 4561
September 22, 2005

Mr. A. Lorne Weil
Chief Executive Officer
Scientific Games Corporation
750 Lexington Avenue
25th Floor
New York, New York 10022

      Re:	Scientific Games Corporation
      Form 10-K for the Year Ended December 31, 2004
		Filed March 16, 2005
		File No. 0-13063

Dear Mr. Weil,

      We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited our review
to
only your financial statements and related disclosures and do not
intend to expand our review to other portions of your document. We
may ask you to provide us with supplemental information so we may
better understand your disclosure.  Please be as detailed as
necessary in your explanation.  After reviewing this information,
we
may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Year Ended December 31, 2004

Item 7. MD&A of Financial Condition and Results of Operations

Results of Operations, page 41

1. Your discussion of your results of operations appears brief,
particularly given the complexity of your operating segments.
Tell
us how you considered the guidance in Item 303(a) of Regulation S-
K.
In this regard, explain why you have not provided a discussion of
your segment operating results along with the discussion of your
consolidated results.  For example, tell us why you have not
disclosed the reasons for the decline in revenues in your Pari-
mutuel
and Venue groups for the periods presented, including your June
30,
2005 interim period, or addressed whether these declines are
material
trends that are expected to continue.

Item 8. Financial Statements and Supplementary Data

Note 1. Description of the Business and Summary of Significant
Accounting Policies

(i) Other Assets and Investments, page 66

2. Further clarify how you account for your computer software
development costs and whether you apply SFAS 86 or SOP 98-1 to
those
costs.  Clarify how your accounting meets the "technological
feasibility and recoverability tests" of each standard.  In this
regard, note that technological feasibility does not apply to SOP
98-
1.  See paragraph 51 of SOP 98-1.

(k) Revenue Recognition, page 66

3. We have reviewed your business section and note the complexity
of
your revenue generating activities by each of your segments and
the
multiple elements you provide.  However, your revenue recognition
disclosures in your audited financial statements and critical
accounting policies appear general in nature and do not
specifically
address the different arrangements you enter into and when
revenues
are recognized for your various products, services and elements.
For
each of your segments, please provide us a detailed summary of the
various arrangements you enter into and how your accounting
follows
the principles and guidance set forth in EITF 00-21, SAB 104
and/or
SOP 97-2.  Similarly, address your accounting for the costs
associated with these arrangements, including the accounting
literature that supports deferral of your installation costs and
related equipment.  Please ensure your response addresses all of
the
various elements you describe in your business section including,
but
not limited, to ticket sales, ticket design, ticket manufacturing,
game design, sales and marketing support, inventory management and
warehousing and fulfillment services, customized computer
software,
equipment, data communication services, cooperative services
program
and facilities management services.

4. As part of your response, please clarify your accounting for
your
lottery and pari-mutuel wagering services.  In this regard, the
first
paragraph of your revenue recognition policy indicates that
revenues
are recognized based on a percentage of amounts wagered pursuant
to
the terms of the contract.  Further in that policy, you indicate
that
you apply SOP 97-2 and EITF 00-21 to these services and that you
apply the percentage of completion method of accounting to the
wagering systems.  Provide us with more details surrounding your
lottery and pari-mutuel wagering services and systems, including
the
various elements that are included in your arrangements, how you
allocate fair value to the respective elements and when you
recognize
revenues for each element.  If all policies apply to these
arrangements, compare and contrast the facts and circumstances to
clarify when each respective policy is applied.  For these
arrangements, address the separation and allocation of fair value
to
the SOP 97-2 and/or SOP 81-1 elements (design and build of complex
software arrangements) and the non-SOP 97-2 and/or SOP 81-1
elements
(outsourcing or operation services or facilities management
services).  Refer to EITF 00-21, particularly paragraph 14.

5. Explain why you believe it is appropriate to apply the
percentage
of completion method of accounting for your fixed price contracts
to
provide wagering systems.  Clarify whether you have any continuing
service obligations (facilities management or operation services)
for
these arrangements.

6. Tell us how you considered EITF 01-8 and whether any of your
arrangements include a lease that is within the scope of SFAS 13.
Address the criteria and guidance in EITF 01-8 to support your
conclusions and accounting.

7. Tell us more about the liquidated damages assessed by your
customers and explain why it is appropriate for you to record this
as
a reduction of revenue over the contract period.  Quantify the
amount
of liquidated damages that have been assessed for the periods
presented, including the amounts that have been recognized as a
reduction of revenues and the amounts that are deferred at each
balance sheet date.

8. Tell us more about the software arrangements in which you apply
SOP 97-2.  Identify the various elements in your software
arrangements and explain how you have established vendor-specific
objective evidence (VSOE) of fair value for each software-related
element.  Where you apply the residual method, identify the
undelivered elements and explain how you have established VSOE of
fair value for those elements.

9. For your "other arrangements" with multiple deliverables,
separately identify the deliverables and clarify how you
determined
that they are separate units of accounting under EITF 00-21.  For
each deliverable, clarify how you have determined evidence of fair
value for the allocation of contract revenue.

Note 9. Long-Term Debt, page 80

10. Tell us more about the convertible debentures, the bond hedge
and
the warrants you issued in December 2004.  Further explain in a
relatively detailed summary how your accounting for these
instruments
complies with SFAS 133, EITF 90-19 and EITF 00-19.  Explain why
the
net effect of the bond hedge and the warrants resulted in a net
charge to stockholders` equity of $29.3 million.

Note 12. Stockholders` Equity

Preferred Stock, page 85

11. We note that prior to 2004, you satisfied the dividend
requirement of your Series A preferred stock using additional
shares
of convertible preferred stock and recorded preferred stock paid-
in-
kind dividends of $7.8 million and $7.6 million for the years
ended
December 31, 2002 and 2003, respectively.  Tell us how you
considered
EITF 00-27, Issue 10 in determining the commitment date for the
convertible instruments issued as paid-in-kind dividends.

Note 19. Equity in Loss of Joint Venture, page 101

12. Tell us how you considered Rule 4-08(g) of Regulation S-X and
why
you did not provide summarized financial information for your
equity
interest in the Italian consortium.

Note 22. Financial Information for Guarantor Subsidiaries and Non-
Guarantor Subsidiaries, page 104

13. Clarify whether your guarantor subsidiaries are 100% owned as
defined by Rule 3-10(h)(1) of Regulation S-X.  Please note that
the
definition of "100% owned" differs from that of "wholly owned" as
defined by Rule 1-02(aa) of Regulation S-X.

Note 23. Selected Quarterly Financial Data (Unaudited), page 112

14. Tell us how you considered the disclosure requirement set
forth
in Item 302(a)(3) of Regulation S-K and why you have not discussed
in
a footnote the reasons for the significant decline in net income
during the quarter ended December 31, 2004.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under
the Securities Exchange Act of 1934 and that they have provided
all
information investors require for an informed investment decision.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
      You may contact Stathis Kouninis, Staff Accountant, at (202)
551-3476, Lisa Mitrovich, Assistant Chief Accountant at (202) 551-
3453 or me at (202) 551-3489 if you have any questions regarding
these comments.

							Very truly yours,

							Brad Skinner
						Accounting Branch Chief
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A. Lorne Weil
Scientific Games Corporation
September 22, 2005
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