GTECH HOLDINGS CORP
EXHIBIT 10.2 -  AMEND. COHEN'S EMPLOYMENT AGT
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<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exh_10-2.txt
<DESCRIPTION>EXHIBIT 10.2 -  AMEND. COHEN'S EMPLOYMENT AGT
<TEXT>

                                                                    EXHIBIT 10.2




                                         May 4, 2001

Howard S. Cohen
Chief Executive Officer
GTECH Corporation
55 Technology Way
West Greenwich, Rhode Island 02817

          Re: Amendment to Employment Agreement

Dear Howard,

I am writing to confirm that your  employment  agreement,  effective as of March
12, 2001,  has been  amended,  with the express  approval of the GTECH  Holdings
Corporation Board of Directors, as follows: The relocation benefits provided for
in Section 1 of Appendix B  have been revised to provide that you will receive a
total of 6 points on the  purchase  price of your  house  (with  the  difference
between said amount and the amount  actually  paid to the mortgage  company,  if
any, paid to you directly from the relocation  agent) in  conjunction  with your
relocation.  In accordance  with the relocation  policy,  this payment of points
shall be grossed-up for all federal and state taxes by GTECH.

Please let me know if you require  further  information.  If you agree with this
amendment, kindly please execute and return to me the original of this letter.

Sincerely,

/s/  Marc A. Crisafulli
-----------------------
Marc A. Crisafulli
Senior Vice President and General Counsel

Accepted and Agreed:



/s/ Howard S. Cohen
-----------------------
Howard S. Cohen
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