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Item 1.01. Entry into a Material Definitive Agreement.

On December 19, 2007, Global Cash Access, Inc. (“GCA”), a Delaware corporation and wholly-owned subsidiary of Global Cash Access Holdings, Inc. (the “Company”), entered into an Amendment to Treasury Services Terms and Conditions Booklet (the “Amendment”) with Bank of America, N.A.(“Bank”), which amended the Treasury Services Terms and Conditions Booklet, originally dated as of May 28, 2002 and as subsequently amended. The Amendment provides the terms and conditions pursuant to which Bank will allow GCA to use up to $360,000,000 of cash owned by Bank to operate automated teller machines owned and operated by GCA, and Bank will provide certain ancillary services in support of GCA’s operation of such automated teller machines. The Amendment provides for such cash usage through December 19, 2010, subject to automatic renewal periods of one year thereafter in certain circumstances. Among other fees payable by GCA to Bank for the use of Bank’s cash and for Bank’s provision of ancillary services in support of GCA’s operation of automated teller machines, GCA will pay Bank cash usage fees that are based upon LIBOR.

The foregoing description is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The shares of common stock of the Company are listed on the New York Stock Exchange (the “NYSE”). Section 501.00 of the Listed Company Manual of the NYSE requires that on and after January 1, 2008, all securities listed on the NYSE must be eligible for a direct registration system operated by a securities depository, such as the one offered by The Depository Trust Corporation. A direct registration system permits an investor’s ownership to be recorded and maintained on the books of the issuer or the transfer agent without the issuance of a physical stock certificate. This rule does not require issuers to actually participate in a direct registration system or to eliminate physical stock certificates; it merely requires that the listed securities become eligible for such a system. Therefore, on December 19, 2007, the Board of Directors of the Company approved amendments to Article VII, Section 34, Section 35 and Section 36(a) of the Company’s Bylaws to permit the issuance and transfer of uncertificated shares of the Company’s stock.

The foregoing description is qualified in its entirety by reference to the Amended and Restated Bylaws of the Company, which are attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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EXHIBIT INDEX

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