8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


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                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


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        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 25, 1996

                        SCIENTIFIC GAMES HOLDINGS CORP.
             (Exact name of Registrant as Specified in its Charter)




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         DELAWARE                       000-22298                58-1943521
 (State or other jurisdiction of  (Commission File Number)    (I.R.S. Employer
 incorporation or organization)                              Identification No.)



                          1500 BLUEGRASS LAKES PARKWAY
                           ALPHARETTA, GEORGIA 30201
                                 (770) 664-3700

  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)




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ITEM 5. OTHER EVENTS


     On July 25, 1996, Scientific Games Holdings Corp. (the "Company")
announced that it intends to repurchase up to 2.1 million shares of its
currently outstanding common stock from time to time over the next twelve
months in the open market.  There were approximately 13,700,000 shares of the
Company's common stock outstanding at July 25, 1996.

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EXHIBIT

99.1 Press Release regarding stock buy back program.




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                                   SIGNATURES

     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 hereunto duly authorized.

                                     SCIENTIFIC GAMES HOLDINGS CORP.



Date: August 5, 1996                 By:     /s/ Cliff O. Bickell
                                        ---------------------------------
                                           Cliff O. Bickell
                                           Vice President, Treasurer and
                                           Chief Financial Officer

EX-99.1

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                                                                    EXHIBIT 99.1


PRESS RELEASE

For Immediate Release

                                SCIENTIFIC GAMES
                        ANNOUNCES STOCK BUY BACK PROGRAM


     Alpharetta, Georgia, July 25, 1996 -- Scientific Games Holdings Corp.
(NASDAQ: SGIH) announced today that its Board of Directors has approved the
purchase in the open market over the next twelve months of up to 2.1 million
shares of the Company's common stock.  The Company currently has approximately
13,700,000 outstanding shares of common stock.  Cash on hand and borrowing
facilities will be available for the purchase.  The shares may be used for
employee benefit plans and other corporate purposes.  The timing of the
purchases and the exact number of shares to be purchased will be dependent on
future market conditions.

     William G. Malloy, President and Chief Executive Officer of Scientific
Games, said "The current price of our shares makes the stock buy back an
attractive use of our funds.  We expect the purchases to be accretive to
earnings per share.  With virtually no debt and cash on hand of approximately
$36 million, we believe that the purchase of our own shares is a good use of
our available funds."

     Headquartered near Atlanta, Georgia, Scientific Games is the leading
worldwide manufacturer of instant lottery tickets and provider of support
services.

Contact:

Cliff O. Bickell
Vice President and Chief Financial Officer
770-664-3700