Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
WEIL A LORNE
   2. Issuer Name and Ticker or Trading Symbol
SCIENTIFIC GAMES CORP [SGMS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last)
(First)
(Middle)
C/O SCIENTIFIC GAMES CORPORATION, 750 LEXINGTON AVENUE, 25TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
12/31/2011
(Street)

NEW YORK, NY 10022		 4. If Amendment, Date Original Filed(Month/Day/Year)
01/04/2012		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Class A Common Stock 12/31/2011   M   250,000 A $ 0 1,556,219 D  
Class A Common Stock 12/31/2011   F   126,176 D $ 9.6 (1) 1,430,043 D  
Class A Common Stock 01/03/2012   M   224,719 A $ 0 1,654,762 D  
Class A Common Stock 01/03/2012   F   109,821 (1) D $ 9.6 (1) 1,544,941 D  
Class A Common Stock 01/03/2012   M   235,000 A $ 0 1,779,941 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 12/31/2011   M     250,000   (2)   (2) Common Stock 250,000 $ 0 750,000 D  
Restricted Stock Units (3) 01/03/2012   M     224,719   (3)   (3) Common Stock 224,719 $ 0 0 D  
Restricted Stock Units (4) 01/03/2012   M     235,000   (4)   (4) Common Stock 235,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WEIL A LORNE
C/O SCIENTIFIC GAMES CORPORATION
750 LEXINGTON AVENUE, 25TH FLOOR
NEW YORK, NY 10022		   X     Chairman and CEO  

Signatures

 /s/ Jack Sarno, attorney-in-fact for A. Lorne Weil   01/05/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents the satisfaction of tax withholding obligations upon the settlement of restricted stock units. Amount of shares withheld to satisfy tax withholding obligations was mistakenly reported as 109,281 in the reporting person's original Form 4.
(2) Represents vesting of one-fourth of restricted stock units granted on December 2, 2010. The balance of the award is scheduled to vest in three equal installments on each of December 31, 2012, 2013 and 2014. Each unit converts into a share of common stock on a one-for-one basis.
(3) Represents the settlement of restricted stock units granted on June 30, 2007. The award vested in three equal installments on each of December 31, 2007, 2008 and 2009. The vested RSUs were subject to a deferral agreement under which delivery of the underlying shares was deferred until the first business day of 2012. Each unit converts into a share of common stock on a one-for-one basis.
(4) Represents the settlement of restricted stock units granted on September 7, 2006. The award vested in four equal installments on each of December 31, 2006, 2007, 2008 and 2009. The vested RSUs were subject to a deferral agreement under which delivery of the underlying shares was deferred until the first business day of 2012. Each unit converts into a share of common stock on a one-for-one basis.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.