8-K/A

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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


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                                  FORM 8-K/A-1

                                 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): OCTOBER 1, 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 2. ACQUISITION OR DISPOSITION OF ASSETS


     As previously reported, on March 14, 1996, Scientific Games Holdings Corp.
(the "Company") announced that it had signed a letter of intent with Rexam PLC,
a United Kingdom corporation, for the acquisition of Opax International
Limited, a United Kingdom subsidiary of Rexam.  Opax International Limited is a
producer of instant lottery and commercial game tickets with an international
customer base and two printing plants in the United Kingdom.  The purchase
price, including debt discharged at closing, was approximately L.15 million,
subject to adjustment.  Closing of the transaction occurred on October 1, 1996.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS


     The Company stated it was not practicable to file at this time the
information required by Item 7 and that all information required by Item 7 will
be furnished within sixty (60) days of the required date for the filing of this
report.

EXHIBIT

99.1 Press Release.



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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: October 15, 1996               By:     /s/ Cliff O. Bickell
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                                             Cliff O. Bickell
                                             Vice President, Treasurer and
                                             Chief Financial Officer





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EX-99.1

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                                                                EXHIBIT 99.1


               Scientific Games Completes Its Acquisition of Opax
                            International From Rexam

     ALPHARETTA, Ga., Oct. 1 /PRNewswire/ -- Scientific Games Holdings Corp.
(NYSE: SG) and Rexam PLC (London Stock Exchange: REX) announced today that they
have completed the purchase of Opax International Limited by Scientific Games
from Rexam.

     Opax International is a producer of instant lottery and promotional game
tickets with an international customer base and two printing plants in the
United Kingdom.  Opax International employs approximately 235 employees.  The
purchase price, including debt discharged and cash received at closing is
15,000,000 pounds subject to closing adjustments.

     Ron Shakesheff, Director of Rexam's European Print Division, stated, "We
are pleased that Scientific Games, a major international producer of instant
lottery tickets, has acquired Opax to aid its further growth. We are confident
that the employees of Opax will continue their success in the lottery business
with Scientific Games."

     William G. Malloy, President and Chief Executive Officer of Scientific
Games, stated, "We view this as an opprotunity to continue our expansion into
the high growth area of international lottery ticket sales, and we are pleased
to have concluded the acquisition of Opax International, a well known
international lottery ticket producer.  We view international sales as an area
of significant long-term growth, and we continue to apply our resources in this
area.  We expect this acquisition to make a positive contribution to our
earnings."

     Rexam PLC is a major international provider of packaging, print and coated
products with additional interest in engineered building products.

     Headquartered near Atlanta, Georgia, Scientific Games is the leading
worldwide manufacturer of instant lottery tickets and provider of support
services and is a supplier to the UK National Lottery.

SOURCE:    Scientific Games Inc.
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/CONTACT:   Cliff O. Bickell, Vice President, Treasurer and Chief Financial
Officer, Scientific Games, 770-664-3723; or Roddy Child Villiers, Director of
Group Communications, Rexam PLC, 01-71-584-7070/ (SG)

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