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 * COHEN PETER A   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O RAMIUS LLC, 666 THIRD AVE, 26TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 03/10/2008 (Street) NEW YORK, NY 10017 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 03/10/2008   P   50,000 A $ 17.75 800,000 I By RCG Enterprise, Ltd. (1) Class A Common Stock 03/12/2008   P   50,000 A $ 18.65 850,000 I By RCG Enterprise, Ltd. (1) Class A Common Stock 03/10/2008   P   50,000 A $ 17.75 50,000 I By RCG PB, Ltd. (1) Class A Common Stock 03/12/2008   P   50,000 A $ 18.65 100,000 I By RCG PB, Ltd. (1) Class A Common Stock               138,894 D   Class A Common Stock               4,400 I By wife Class A Common Stock               1,500 I By daughter Class A Common Stock               8,000 I By trust for daughter (2) Class A Common Stock               7,000 I By trust for son (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
COHEN PETER A C/O RAMIUS LLC 666 THIRD AVE, 26TH FLOOR NEW YORK, NY 10017	X

Signatures

/s/ Jack Sarno, attorney-in-fact for Peter A. Cohen		03/12/2008
**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)	The reporting person is a managing member of C4S & Co., LLC, which is the managing member of Ramius LLC (formerly named Ramius Capital Group, LLC), and may be deemed to beneficially own the reported securities held by: (a) RCG Enterprise, Ltd., of which Ramius LLC acts as the investment advisor; and (b) RCG PB, Ltd., of which Ramius Advisors, LLC, a subsidiary of Ramius LLC, acts as the investment advisor. RCG Enterprise, Ltd. acquired record ownership of 750,000 of its shares as of January 1, 2008 through a transfer from Ramius Securities, LLC, a subsidiary of Ramius LLC, the previously reported record holder of such shares. The reporting person disclaims beneficial ownership of the securities owned by affiliates of Ramius LLC except to the extent of his pecuniary interest therein.
(2)	The reporting person is a co-trustee under each of these trusts and disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

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