Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

(b)

As a result of the resignation of Leslie S. Heisz from the Board of Directors of International Game Technology (the "Company") as reported in Item 5.02 below, on October 23, 2008, the Company notified the New York Stock Exchange (the "NYSE") that as of October 17, 2008 it was not in compliance with Section 303A.07(a) of the NYSE Listed Company Manual, which requires NYSE listed companies to have at least three audit committee members. As disclosed in Item 5.02 below, the Board of Directors has appointed Frederick B. Rentschler to replace Ms. Heisz as a member of the Audit Committee. Accordingly, the Company is now in compliance with the requirement of Section 303A.07(a) of the NYSE Listed Company Manual.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b)

On October 17, 2008, Leslie S. Heisz resigned from the Board of Directors of International Game Technology (the "Company"). Ms. Heisz was also a member of the Audit Committee and the Nominating and Corporate Governance Committee. Ms. Heisz's decision to resign was not the result of any disagreement with the Company relating to its operations, policies or practices. On October 23, 2008, the Board of Directors of the Company appointed Frederick B. Rentschler, a current member of the Company's Board of Directors, to replace Ms. Heisz as a member of the Audit Committee.

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