SEC 1745
(02-02)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires: December 31, 2005

SCHEDULE 13G
(Rule 13d-102)

Estimated average burden hours per response. . 11

[ X ]

Rule 13d-1(b)

[     ]

Rule 13d-1(c)

[     ]

Rule 13d-1(d)

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oaktree Capital Management, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

[     ]

(b)

[ X ]

3.

SEC Use Only

4.

Citizenship or Place of Organization
California

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
None

6.

Shared Voting Power
None

7.

Sole Dispositive Power
None

8.

Shared Dispositive Power
None

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
None

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [     ]

11.

Percent of Class Represented by Amount in Row (9)
0%

12.

Type of Reporting Person (See Instructions)
IA;OO

Item 1.

(a)

Name of Issuer:
Scientific Games Corporation (f/k/a Autotote Corporation) (the “Issuer”)

(b)

Address of Issuer's Principal Executive Offices:
750 Lexington Avenue, 25th Floor, New York, NY 10022

Item 2.

(a)

Name of Persons Filing:
Oaktree Capital Management, LLC

(b)

Address of Principal Business Office of the Reporting Persons:
333 South Grand Ave., 28th Floor
Los Angeles, California  90071

(c)

Citizenship:
California

(d)

Title of Class of Securities:
Common Stock, par value $0.01 per share (“Common Stock”)

(e)

CUSIP Number:
053323 10 1

Item 3.

If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

(a)

[   ]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

[   ]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

[   ]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

[   ]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

[X]

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

[   ]

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

[   ]

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

[   ]

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

[   ]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[   ]

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership *

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:    -0-

(b)

Percent of class:    0%

(c)

Number of shares as to which the person has:  -0-

(i)

Sole power to vote or to direct the vote    -0-

(ii)

Shared power to vote or to direct the vote    -0-

(iii)

Sole power to dispose or to direct the disposition of    -0-

(iv)

Shared power to dispose or to direct the disposition of    -0-

*Oaktree Capital Management, LLC, a California limited liability company (“Oaktree”), is filing this Schedule 13G in its capacities (i) as the general partner of OCM Opportunities Fund, L.P., a Delaware limited partnership (the “Fund”) and (ii) as the investment manager of a third party account (the “Oaktree Account”).  The Fund and the Oaktree Account do not beneficially own any shares of the Issuer’s Common Stock.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

/s / Richard Masson

By:

Richard Masson

Title:

Principal

/s / Lisa Arakaki

By:

Lisa Arakaki

Title:

Vice President, Legal