SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

PERELMAN RONALD O

(Last)

(First)

(Middle)

35 EAST 62ND STREET

(Street)

NEW YORK

10021

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/19/2003

3. Issuer Name and Ticker or Trading Symbol
SCIENTIFIC GAMES CORP [ SGMS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock (par value $1.00)⁽¹⁾	1,097.664	I	By SGMS Acquisition Corporation and Mafco Holdings Inc.⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock (par value $1.00)⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	21,588,601⁽³⁾	⁽⁴⁾	I	By SGMS Acquisition Corporation and Mafco Hoildings Inc.⁽⁵⁾
Stock Options (right to buy)⁽⁶⁾	⁽⁷⁾	11/19/2013	Common Stock	50,000	$14.76	D

Explanation of Responses:

1. The Series B Preferred Stock has limited economic and voting rights.

2. Mr. Perelman is the sole stockholder of Mafco Holdings, Inc., which is the sole stockholder of SGMS Acquisition Corporation.

3. The 1,200,327 shares of Convertible Preferred Stock are convertible into 21,588,601 shares of Common Stock of Scientific Games Corporation based on the conversion rate set forth in note F4, upon terms set forth in the Certificate of Designations governing the Convertible Preferred Stock (the "Certificate of Designations"), filed as Exhibit 3.3 to the 10-Q Quarterly Report of Scientific Games Corporation filed on September 14, 2000.

4. Each share of Convertible Preferred Stock is convertible into 17.9856 shares of Common Stock of Scientific Games Corporation. Such conversion rate is subject to adjustment in certain circumstances as described in the Certificate of Designations.

5. Mr. Perelman is the sole stockholder of Mafco Holdings Inc., which is the sole stockholder of SGMS Acquisition Corporation.

6. The right to buy Stock Options is owned only by Ronald O. Perelman and not jointly.

7. The options vest and become exercisable in equal 25% installments over four years upon each anniversary of issuance.

	Barry F. Schwartz for Ronald O. Perelman pursuant to a Power of Attorney filed with the SEC	11/21/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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