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

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(Print or Type Responses)

1. Name and Address of Reporting Person * PERELMAN RONALD O   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 __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 35 EAST 62ND STREET 3. Date of Earliest Transaction (Month/Day/Year) 01/04/2010 (Street) NEW YORK, NY 10065 4. If Amendment, Date Original Filed(Month/Day/Year) 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 01/04/2010   M   1,257 A $ 0 8,792 D   Class A Common Stock 01/04/2010   M   658 A $ 0 9,450 D   Class A Common Stock 01/04/2010   M   723 A $ 0 10,173 D   Class A Common Stock 01/04/2010   M   801 A $ 0 10,974 D   Class A Common Stock               25,985,737 I By SGMS Acquisition Corporation and MacAndrews & Forbes Holdings Inc. (1)

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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)	01/04/2010		A		7,468		(2)	(2)	Common Stock	7,468	$ 0	7,468	D
Restricted Stock Units	(3)	01/04/2010		M			1,257	(3)	(3)	Common Stock	1,257	$ 0	5,032	D
Restricted Stock Units	(4)	01/04/2010		M			658	(4)	(4)	Common Stock	658	$ 0	1,975	D
Restricted Stock Units	(5)	01/04/2010		M			723	(5)	(5)	Common Stock	723	$ 0	1,445	D
Restricted Stock Units	(6)	01/04/2010		M			801	(6)	(6)	Common Stock	801	$ 0	801	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PERELMAN RONALD O 35 EAST 62ND STREET NEW YORK, NY 10065	X	X

Signatures

/s/ Barry F. Schwartz for Ronald O. Perelman pursuant to a Power of Attorney filed with the SEC		01/06/2010
**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)	Mr. Perelman is the sole stockholder of MacAndrews & Forbes Holdings Inc., which is the sole stockholder of SGMS Acquisition Corporation.
(2)	Represents award of restricted stock units granted on January 4, 2010. The award vests in five equal annual installments beginning on January 4, 2011. Each unit converts into a share of common stock on a one-for-one basis.
(3)	Represents vesting of one-fifth of award of restricted stock units granted on January 2, 2009. The balance of the award vests in four equal installments on each of January 2, 2011, 2012, 2013 and 2014. Each unit converts into a share of common stock on a one-for-one basis.
(4)	Represents vesting of one-fifth of award of restricted stock units granted on January 2, 2008. The balance of the award vests in three equal installments on each of January 2, 2011, 2012 and 2013. Each unit converts into a share of common stock on a one-for-one basis.
(5)	Represents vesting of one-fifth of award of restricted stock units granted on January 2, 2007. The balance of the award vests in two equal installments on each of January 2, 2011 and 2012. Each unit converts into a share of common stock on a one-for-one basis.
(6)	Represents vesting of one-fifth of award of restricted stock units granted on January 3, 2006. The balance of the award vests on January 3, 2011. Each unit converts into a share of common stock on a one-for-one basis.

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