Mail Stop 3628

					      March 6, 2006

By Facsimile (949) 823-6994 and U.S. Mail

David J. Johnson, Esquire
Executive Vice President and General Counsel
International Game Technology
9295 Prototype Drive
Reno, Nevada 89521

Re:  	International Game Technology
	Schedule TO
      Filed on March 2, 2006
	File No. 005-33876

Dear Mr. Johnson:

      We have the following comments on the above referenced
filing. 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 comments or on any other aspect
of our review.  Feel free to call us at the telephone number listed
at the end of this letter.

Schedule TO

1. We refer you to prior comment 4.  Please revise to clarify that
the exchange will result in your reporting higher EPS
(retroactively and prospectively) than if the exchange did not occur.
In this regard, we note that your response to prior comment 3 states
that "[t]he `treasury stock equivalent` method will result in a lower
dilution share count and higher earnings per share in the future."

Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
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, we remind you
to 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 filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.

      Please respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR under the
label "CORRESP."  If the information you provide in response to
our comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a manner reasonably calculated to inform them of the new
information. If you do not agree with a comment, please tell us why
in your response.  Direct any questions to me at (202) 551-3456.
You may also contact me by facsimile at (202) 772-9203.

				      Sincerely,



				      Jeffrey B. Werbitt
				      Attorney Advisor
				      Office of Mergers & Acquisitions

cc:	J. Jay Herron, Esquire
	O`Melveny & Myers LLP
	610 Newport Center Drive, Suite 1700
	Newport Beach, California 92660