UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

[ ] Check this box if no longer subject to Section 16.
    Form 4 or Form 5 obligations may continue.

1. Name and Address of Reporting Person(s)
   MATHEWSON, CHARLES
   9295 Prototype Drive
   Reno, NV  89521

2. Issuer Name and Ticker or Trading Symbol
   INTERNATIONAL GAME TECHNOLOGY (IGT)

3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)

4. Statement for Month/Day/Year
   12/26/2002

5. If Amendment, Date of Original (Month/Year)

6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
   [X] Director                   [ ] 10% Owner
   [ ] Officer (give title below) [ ] Other (specify below)
   Chairman

7. Individual or Joint/Group Filing (Check Applicable Line)
   [X] Form filed by One Reporting Person
   [ ] Form filed by More than One Reporting Person



Table I   Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1)Title of Security                           2)Trans-    3.Trans- 4.Securities Acquired(A)  5)Amount of        6)    7)Nature of
                                              action      action   or Disposed of (D)        Securities               Indirect
                                              Date        Code                   A           Beneficially   D         Beneficial
                                              (Month/                            or          Owned Following          or  Ownership
                                              Day/Year)   Code V   Amount        D  Price    Reported Transactions(s) I
--------------------------------------------------------------------------------------------------------------------------------
                                                                                              
Common Stock                                                                                 700,000        I         by Partnership
Common Stock                                  12/26/02    G        40,000        D           1,598,163      I         by Trust (1)


Table II (PART 1)  Derivative Securities Acquired, Disposed of, or Beneficially Owned  (Columns 1 through 6)
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1)Title of Derivative          2)Conversion    3)Trans-       4)Trans-  5)Number of Derivative            6)Date Exercisable and
Security                       or Exercise     action         action    Securities Acquired (A)           Expiration Date
                               Price of        Date           Code      or Disposed of (D)
                               Derivative
                               Security                       Code  V   A                D                Exercisable  Expiration
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Table II (PART 2)  Derivative Securities Acquired, Disposed of, or Beneficially Owned  (Columns 1,3 and 7 through 11)
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1)Title of Derivative          3)Trans-  7)Title and Amount                           8)Price     9)Number of   10) 11)Nature of
Security                       action    of Underlying                                of Deri-    Derivative        Indirect
                               Date      Securities                                   vative      Securities    D   Beneficial
                                                                        Amount or     Security    Beneficially  or  Ownership
                                                                        Number of                 Owned at      I
                  -                      Title                          Shares                    End of Month
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Explanation of Responses:

(1) Charles N. Mathewson Trust Dated 7/22/92.


SIGNATURE OF REPORTING PERSON

/S/ MATHEWSON, CHARLES
----------------------
Charles Mathewson

DATE:  12/26/2002



                                POWER OF ATTORNEY
                    For Executing Forms 3, 4, 5 and Form 144


     Know all by these presents, that the undersigned hereby constitutes and
appoints each J. Kenneth Creighton and Virginia  Williams,  signing singly,  his
true and lawful attorney-in-fact to:

1)   Execute for and on behalf of the  undersigned  Forms 3, 4 and 5 and Form
     144 in accordance with Section 16(a) of the Securities Exchange Act of 1934
     and Rule 144 of the Securities Act of 1933 and the rules thereunder;

2)   Do and  perform  any and all acts for and on behalf  of the  undersigned
     which may be necessary  or desirable to complete the  execution of any such
     Form 3, 4, 5 or Form 144 and the timely filing of such form with the United
     States Securities and Exchange Commission and any other authority; and

3)   Take any other  action of any type  whatsoever  in  connection  with the
     foregoing which, in the opinion of such attorney-in-fact, may be of benefit
     to, or in the best interest of, or legally required by, the undersigned, it
     being understood that the documents  executed by such  attorney-in-fact  on
     behalf of the  undersigned  pursuant to this Power of Attorney  shall be in
     such  form  and  shall   contain   such  terms  and   conditions   as  such
     attorney-in-fact may approve in his/her discretion.

     The  undersigned  hereby  grants to each such  attorney-in-fact, full power
and  authority  to do and  perform  all  and  every  act  and  thing  whatsoever
requisite,  necessary and proper to be done in the exercise of any of the rights
and  powers  herein  granted,  as  fully to all  intents  and  purposes  as such
attorney-in-fact  might or could do if  personally  present,  with full power of
substitution  or  revocation,  hereby  ratifying  and  confirming  all that such
attorney-in-fact,  or his/her  substitute or  substitutes,  shall lawfully do or
cause to be done by virtue of this power of  attorney  and the rights and powers
herein   granted.    The   undersigned    acknowledges    that   the   foregoing
attorneys-in-fact,   in  serving  in  such   capacity  at  the  request  of  the
undersigned,  are not  assuming  any of the  undersigned's  responsibilities  to
comply with Section 16 of the Securities Exchange Act of 1934 or Rule 144 of the
Securities Act of 1933.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 17th day of October 2000.



                                  /S/ Charles Mathewson
                                  ---------------------------
                                  Charles Mathewson
                                  Signature

                                  Charles Mathewson
                                  Print Name