02-2863. Issuer Delisting; Notice of Application to Withdraw from Listing and Registration on the American Stock Exchange LLC (Scientific Games Corporation, Class A Common Stock, $.01 par value) File No. 1-11693

January 31, 2002.

Scientific Games Corporation, a Delaware corporation (“Issuer”), has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its Class A Common Stock, $.01 par value (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex” or “Exchange”).

The Issuer stated in its application that it has met the requirements of Amex Rule 18 by complying with all applicable laws in effect in the state of Delaware, in which it is incorporated, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration. The Issuer's application relates solely to the Security's withdrawal from listing on the Amex and from registration under Section 12(b) of the Act ^[3] and shall not affect its obligation to be registered under Section 12(g) of the Act.^[4]

On January 9, 2002, the Board of Directors of the Issuer approved resolutions to withdraw the Issuer's Security from listing on the Amex and to list it on the Nasdaq National Market, Inc. (“Nasdaq”). The Issuer stated in its application that trading in the Security on the Amex ceased on January 29, 2002, and trading of the Security began on the Nasdaq at the opening of business on January 29, 2002. The Issuer made the decision to withdraw its Security from the Amex and list the Security on Nasdaq in order to increase the visibility and liquidity of the Security.

Any interested person may, on or before February 22, 2002 submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the Amex and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[5]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (b).

4.  15 U.S.C. 78 l (g).

5.  17 CFR 200.30-3(a)(1).