2003 Audit Charter: GTK

GTECH HOLDINGS CORPORATION
AUDIT COMMITTEE CHARTER

PURPOSE

The primary purpose of the Audit Committee (the "Committee") is to assist
the Board of Directors (the "Board") of GTECH Holdings Corporation (the
"Company") in fulfilling its responsibility to oversee management's conduct of
the Company's financial reporting process, including the Company's systems of
internal accounting and financial controls, the internal audit function and the
annual independent audit of the Company's financial statements, and of the
Company's legal compliance with ethics programs and policies as established by
management and the Board. The Committee also shall assist the Board in such
other matters as may be appropriately delegated to the Committee by the Board
from time to time.

In discharging its oversight role, the Committee is empowered to
investigate any matter brought to its attention and shall have full access to
all books, records, facilities and personnel of the Company and the power to
retain outside counsel, auditors or other experts to assist the Committee in
fulfilling its role. The Board and the Committee are in place to represent the
Company's shareholders. Accordingly, the Committee shall be directly responsible
for the appointment, compensation, and oversight of the work of the Company's
independent auditors.

The Committee shall review the adequacy of its charter on an annual basis
and obtain the approval of the Board.

COMPOSITION

The Committee shall consist of not less than three members of the Board,
and the Committee's composition shall comply with the applicable rules and
requirements of the Securities and Exchange Commission (the "SEC") and the New
York Stock Exchange (the "NYSE") relating to audit committees.

Accordingly, within the time frames mandated by the applicable rules and
requirements of the SEC and NYSE, all of the members of the Committee shall be
directors:

1. who have no relationship that may interfere with the exercise of
their independence from management and the Company; and

2. who are financially literate or who become financially literate
within a reasonable period of time after appointment to the Committee. At
least one member of the Committee shall have accounting or related
financial management expertise. In addition, it is the Committee's
intention that at least one of its members shall qualify as a "financial
expert", as such term is defined by applicable SEC rules.

RESPONSIBILITIES AND PROCESSES

The Committee's primary role is one of oversight. The Committee and the
Board recognize that the Company's management is responsible for preparing the
Company's financial statements and that the independent auditors are responsible
for auditing those financial statements. Additionally, the Committee and the
Board recognize that the Company's financial management, including the Company's
internal audit staff, as well as the independent auditors, have more time and
knowledge and more detailed information concerning the Company than do Committee
members. Consequently, in carrying out its oversight responsibilities, the
Committee is not providing any expert or special assurance as to the Company's
financial statements or any professional certificate as to the independent
auditors' work.

The following shall be the common recurring activities of the Committee in
carrying out its oversight function. These activities are set forth as a guide,
with the understanding that the Committee may diverge from this guide as it
considers appropriate given the circumstances.
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- The Committee generally shall endeavor to help set the overall "tone" for
quality financial reporting, sound business risk practices and ethical
behavior by the Company.

- The Committee shall review with management and the independent auditors
prior to release to the public the audited financial statements to be
included in the Company's annual report on Form 10-K (or in the annual
report to shareholders if distributed prior to the filing of Form 10-K),
and shall review and consider with the independent auditors the results
of their audit and the matters required to be discussed by Statement of
Auditing Standards ("SAS") No. 61.

- As a whole, or through the Committee chair, the Committee shall review
with management and the independent auditors prior to release to the
public the Company's interim financial results to be included in the
Company's quarterly reports on Form 10-Q, and shall review and consider
with the independent auditors the matters required to be discussed by SAS
No. 71.

- The Committee shall review with management, the internal auditors and the
independent auditors the quality and adequacy of the Company's internal
controls and the quality, adequacy and degree of aggressiveness or
conservatism of the accounting principles and estimates used or proposed
to be used by the Company.

- The Committee shall: request from the independent auditors annually a
formal written statement delineating all relationships between such
auditors and the Company consistent with Independence Standards Board
Standard No. 1; discuss with the independent auditors any such disclosed
relationships and their impact on the independent auditors' independence;
and recommend that the Board take appropriate action in response to the
independent auditors' report to satisfy itself of the independent
auditors' independence.

- The Committee shall review with the independent auditors and pre-approve
the scope of their annual audit and their fees for non-audit services.

- The Committee shall review with management, the internal auditors and the
independent auditors the effectiveness of the Company's internal audit
function, including the adequacy of the Internal Audit Department's
staffing, the degree of its independence and its access to and
cooperation from the highest levels of management in the performance of
its duties.

- The Committee shall prepare or cause to be prepared for inclusion in the
Company's proxy statements the Audit Committee report when and as
required by applicable SEC rules.

- The Committee shall report to the Board periodically concerning the
material activities of the Committee.

- The Committee shall request from and review with its independent
auditors, at least annually, a report containing:

- All critical accounting policies and practices

- All alternative treatments of financial information within general
accepted accounting principles that have been discussed with Company
management, ramifications of the use of such alternative disclosures and
treatments, and the treatment preferred by the independent auditors

- Other material written communications between the independent auditors
and Company management, such as any management letter or schedule of
unadjusted differences

- The Committee shall work to resolve any disagreements between management
and the independent auditors regarding financial reporting.

Within the time frames mandated by applicable rules and requirements of the
SEC and the NYSE, the Committee shall establish procedures for the receipt,
retention and treatment of complaints received by the Company regarding
accounting, internal controls or auditing matters, and the confidential,
anonymous submission by employees of the Company of concerns respecting
questionable accounting or auditing matters.

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