SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MULLARKEY MAUREEN T

(Last)

(First)

(Middle)

9295 PROTOTYPE DRIVE

(Street)

RENO

89521

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL GAME TECHNOLOGY [ IGT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2006

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	01/20/2006		M		40,000	A	$4.3438	56,736	I	By Trust⁽²⁾
Common Stock	01/20/2006		S		40,000	D	$35.4498	16,736	I	By Trust⁽²⁾
Common Stock⁽¹⁾	01/20/2006		M		220,000	A	$11.1875	236,736	I	By Trust⁽²⁾
Common Stock	01/20/2006		S		220,000	D	$35.4498	16,736	I	By Trust⁽²⁾
Common Stock⁽¹⁾	01/23/2006		M		44,000	A	$11.1875	60,736⁽³⁾	I	By Trust⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option⁽¹⁾	$4.3438	01/20/2006		M			40,000	06/15/2000⁽⁴⁾	06/15/2009	Common Stock	40,000	$0	0	I	By Trust⁽²⁾
Employee Stock Option⁽¹⁾	$11.1875	01/20/2006		M			220,000	01/22/2002⁽⁴⁾	01/22/2011	Common Stock	220,000	$0	136,000	I	By Trust⁽²⁾
Employee Stock Option⁽¹⁾	$11.1875	01/23/2006		M			44,000	01/22/2002⁽⁴⁾	01/22/2011	Common Stock	44,000	$0	0	I	By Trust⁽²⁾

Explanation of Responses:

1. Employee Stock Option (right to buy) granted pursuant to the International Game Technology Stock Option Plan.

2. Maureen T. Mullarkey, Trustee of the Maureen T. Mullarkey 2001 Trust dated June 5, 2001

3. In addition to 60,736 shares held by Maureen T. Mullarkey, Trustee of the Maureen T. Mullarkey 2001 Trust dated June 5, 2001, reporting person holds 5,232 shares in the company's 401K Plan.

4. The option became exercisable in equal annual installments over a five year period, at the rate of 20% per year, commencing on the first anniversary of the date of the grant.

Remarks:

	Virginia Williams, Attorney-In-Fact for Maureen T. Mullarkey	01/23/2006
	** 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 4 (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).
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