EXHIBIT "A"
                                
            CERTIFICATE OF DESIGNATIONS, PREFERENCES,
       AND RIGHTS OF SERIES C CONVERTIBLE PREFERRED STOCK
                    OF GLOBAL CASINOS, INC.



                        Pursuant to the
          General Corporation Law of the State of Utah


     GLOBAL CASINOS, INC., a corporation organized and existing
under the laws of the State of Utah (the "Company"), DOES HEREBY
CERTIFY that pursuant to the authority contained in Article IV of
its Articles of Incorporation, and in accordance with the provisions
of the General Corporation Law of the State of Utah, the Company's
Board of Directors has duly adopted the following resolution creating
a series of the class of its authorized Preferred Stock, designated
as Series C Convertible Preferred Stock:

     RESOLVED THAT:

          Whereas, by virtue of Article IV of its Articles of
     Incorporation, the Company has the authority to issue ten
     million (10,000,000) shares of Preferred Stock of the par
     value of $0.01 per share, the designation and amount thereof
     and series, together with the powers, preferences, rights,
     qualifications, limitations or restrictions thereof, to be
     determined by the Board of Directors pursuant to the
     applicable law of the State of Utah;

          Now therefore, the Company's Board of Directors hereby
     establishes a series of the class of Preferred Stock
     authorized to be issued by the Company as above stated, with
     the designations and amounts thereof, together with the
     voting powers, preferences and relative, participating,
     optional and other special rights of the shares of each such
     series, and the qualifications, limitations or restrictions
     thereof, to be as follows:

     1.   Designations and Amounts. Six hundred thousand (600,000)
     shares of the Company's authorized Preferred Stock are designated
     as Series C Convertible Preferred Stock, having a face value of
     $1.20 per share.

     2.   Definitions.

          For the purposes of this Resolution the following definitions
          shall apply:

          (a)   "Board" shall mean the Board of Directors of the Company.

          (b)   "Company" shall mean Global Casinos, Inc., a Utah
          corporation formed on June 8, 1978.
          
          (c)   "Original Issue Date" for a series of Preferred
          Stock shall mean the date on which the first share of
          such series of Preferred Stock was originally issued.

          (d)   "Preferred Stock" shall refer to Series C
          Convertible Preferred Stock.

          (e)   "Stated Value" shall mean $1.20 per share.

          (f)   "Subsidiary" shall mean any corporation at least
          fifty percent (50%) of whose outstanding voting stock
          shall at the time be owned directly or indirectly by
          the Company or by one or more Subsidiaries.

          (g)   "Securities Act" shall mean the Securities Act of
          1933, as amended.

          (h)   "Exchange Act" shall mean the Securities Exchange
          Act of 1934, as amended.

     3.   Dividends.

          (a)   The holders of outstanding Preferred Stock shall
          be entitled to receive dividends at the annual rate of
          seven percent (7%) based on the Stated Value per share
          computed on the basis of a 360-day year and twelve 30-
          day  months.  Dividends shall be calculated from the
          date of issue and payable, in each case monthly on the
          fifteenth day of each month for the preceding month
          (the "Dividend Payment Date").  Dividends shall be paid
          to recordholders of shares of Preferred Stock as of the
          date one business day prior to the Dividend Payment
          Date (the "Dividend Record Date").  The right of the
          holder of shares of Preferred Stock as of the Dividend
          Record Date to the relevant dividend shall not be
          affected by the subsequent transfer or cancellation of
          such shares; such dividend being payable to to the holder
          as of the Dividend Record Date notwithstanding such
          transfer or cancellation.

          (b)   Dividends on the shares of Preferred Stock shall
          be cumulative; therefore, a full dividend on the shares
          of this series with respect to any  dividend period
          shall be declared by the Board of Directors of the
          Company and the Company shall be obligated to pay full
          dividend on the shares of this series with respect to
          such dividend period.  Any outstanding and unpaid
          dividends shall bear interest at the rate of ten (10%)
          per annum.

          (c)   In addition to the Preferred Stock dividend, the
          holders of outstanding Preferred Stock shall be entitled
          to participate, pro rata, in dividends paid on outstanding
          shares of Common Stock, if, when and as the Board of
          Directors shall in their sole discretion deem advisable,
          and only from the net profits or surplus of the Company
          as such shall be fixed and determined by the Board of
          Directors.  The determination of the Board of Directors
          at any time of the amount of net profits or surplus
          available for dividend shall be binding and conclusive
          on the holders of all the stock of the Company at the
          time outstanding.

     4.   Liquidation Rights.

          (a)   In the event of any liquidation, dissolution, or
          winding up of the Company, whether voluntary or
          involuntary, the holders of each share of Preferred
          Stock then outstanding shall be entitled to be paid out
          of the assets of the Company available for distribution
          to its shareholders, after payment or declaration and
          setting apart for payment amounts that must be paid
          with respect to outstanding shares of Series A
          Convertible Preferred Stock and Series B Convertible
          Preferred Stock which rank senior to the Preferred
          Stock, but before any payment or declaration and
          setting apart for payment of any amount shall be made
          in respect of any outstanding Preferred Stock ranking
          junior to the Preferred Stock or the Common Stock, an
          amount equal to the Stated Value per share plus an
          amount equal to all accrued and unpaid dividends
          thereon, whether or not earned or declared, to and
          including the date full payment shall be tendered to
          the holders of the Preferred Stock with respect to such
          liquidation, dissolution, or winding up, and no more.
          If upon any liquidation, dissolution, or winding up of
          the Company, whether voluntary or involuntary, the
          assets to be distributed to the holders of the
          Preferred Stock shall be insufficient to permit the
          payment to such shareholders of the full preferential
          amount aforesaid, then all of the assets of the Company
          available to be distributed shall be distributed
          ratably to the holders of the Preferred Stock.

          (b)   After the payment or distribution to the holders
          of the Preferred Stock of the full preferential amounts
          aforesaid, the holders of any preferred stock ranked
          junior to be Preferred Stock and the Common Stock then
          outstanding shall be entitled to receive all the
          remaining assets of the Company.

          (c)   Neither a consolidation, merger or reorganization
          of the Company, a sale or other transfer of all or
          substantially all of its assets, nor a sale of fifty
          percent (50%) or more of the Company's capital stock
          then issued and outstanding nor the purchase or
          redemption by the Company of stock of any class, nor
          the payment of a dividend or distribution from net
          profits or surplus of the Company shall not be treated
          as or deemed to be a liquidation hereunder.

     5.   Redemption.

          (a)   Subject to the conditions set forth herein, the
          Company, by action of its Board of Directors, may at
          its sole option and discretion redeem all or any
          portion of the Preferred Stock, at any time, or from
          time to time, in accordance with the provisions of this
          Paragraph 5 (the "Optional Redemption").  Holders of
          the Preferred Stock shall have no right to demand or
          compel the redemption of any outstanding shares of
          Preferred Stock.

          (b)   In the event the Board of Directors elects to
          redeem the Preferred Stock, on and after the date
          specified in the notice provided for in Paragraph 5(d)
          below, each holder of the Preferred Stock called for
          redemption, upon presentation and surrender at the
          place designated in such notice of the certificate or
          certificates evidencing said Preferred Stock held by
          him, her or it, properly endorsed in blank for transfer
          or accompanied by proper instruments of assignment in
          blank, shall be entitled to receive therefor the
          redemption price thereof.

          (c)   If redeemed pursuant to this Paragraph 5, the
          redemption price for each share of Preferred Stock (the
          "Redemption Price") shall be an amount in cash equal to
          the sum of (i) the Stated Value per share of Preferred
          Stock plus (ii) the amount of all accrued and unpaid
          dividends thereon, whether or not earned or declared,
          to and including the date fixed for redemption.

          (d)  In the case of any Optional Redemption pursuant to
          this Paragraph 5, at least thirty (30) days and not
          more than forty (40) days prior to the date fixed for
          any such redemption of the Preferred Stock (hereinafter
          referred to as the "Redemption Date"), written notice
          (hereinafter referred to as the "Redemption Notice")
          shall be mailed, first class postage prepaid, to each
          holder of record to the Preferred Stock to be redeemed
          at his post office address last shown on the records of
          the Company, and if the holder has provided the Company
          with a facsimile number for notices, also by facsimile
          transmission.  The Redemption Notice shall state:

               (i)   That all of the holder's outstanding shares
               of Preferred Stock are being called for redemption;

               (ii)  The number of shares of Preferred Stock held
               by the holder that the Company intends to redeem;

               (iii) The Redemption Date and the Redemption Price; and

               (iv)  That the holder is to surrender to the
               Company, in the manner and at the place
               designated, his certificate or certificates
               representing the shares of Preferred Stock to be
               redeemed.

          (e)   Each holder of Preferred Stock to be redeemed
          shall surrender the certificate or certificates
          representing such shares to the Company, in the manner
          and at the place designated in the Redemption Notice,
          and thereupon the Redemption Price for such shares
          shall be payable to the order of the person whose name
          appears on such certificate or certificates as the
          owner thereof, and each surrendered certificate shall
          be cancelled and retired.

          (f)   If the Redemption Notice shall have been duly
          given and, if on the Redemption Date the Redemption
          Price is either paid or irrevocably made available for
          payment through the deposit arrangement specified in
          Subparagraph 5(g) below, then notwithstanding that the
          certificates evidencing any of the shares of Preferred
          Stock so called for redemption shall not have been
          surrendered, the dividends with respect to such shares
          shall cease to accrue after the Redemption Date and all
          rights with respect to such shares shall forthwith
          after the Redemption Date terminate, except only the
          right of the holders to receive the Redemption Price,
          without interest upon surrender of their certificate or
          certificates therefor.

          (g)   At least ten (10) days prior to the Redemption
          Date, the Company may deposit with any bank or trust
          company in Boulder, Colorado Springs or Denver,
          Colorado, a sum (or an irrevocable letter of credit)
          equal to the aggregate Redemption Price of all shares
          of Preferred Stock called for redemption and not yet
          redeemed, with irrevocable instructions and authority
          to the bank or trust company to pay, on or after the
          Redemption Date or prior thereto, the Redemption Price
          to the respective holders entitled thereto upon the
          surrender of their share certificates.  From and after
          the Redemption Date, the shares so called for redemption
          shall be redeemed if deposit shall have been made with
          such instructions or authority on or before the tenth
          (10th) day prior to the Redemption Date.  The deposit
          shall on the Redemption Date constitute full payment of
          the shares to their holders, and from and after the
          Redemption Date the shares shall be deemed to be no longer
          outstanding, and the holders thereof shall cease to be
          shareholders with respect to such shares and shall have
          no rights with respect thereto except the rights to receive
          from the bank or trust company payment  of the Redemption
          Price of the shares, without interest, upon surrender of
          their certificates therefor.   Any funds so deposit and
          unclaimed at the end of one (1) year from the Redemption
          Date by any holder of shares called for  redemption shall
          be released or repaid to the Company, after which the
          holders of such shares called for redemption shall be
          entitled to receive payment of the Redemption Price for
          such shares only from the Company.

     6.   Voting Rights.

          Upon issuance, holders of shares of this series of
          Preferred Stock shall be entitled to vote with the
          holders of shares of Common Stock as a single class on
          all matters presented for a vote to the shareholders of
          the Company.  The number of votes per share of this
          series of Preferred Stock which can be cast shall be
          adjusted at such time or times as the conversion price
          is adjusted so that the number of votes per share of
          this Series of Preferred Stock which may be cast shall
          always be equal to the full number of shares of Common
          Stock into which each share of this series of Preferred
          Stock may be converted when voting with the holders of
          Common Stock as a single class.

     7.   Conversion.

          The following of the Preferred Stock shall have the
          following conversion rights (the "Conversion Rights"):

          (a)   Right to Convert.  Each share of Preferred Stock
          shall be convertible, at the option of the holder
          thereof, at any time commencing the earlier of (i) one
          hundred twenty (120) days from the date of issue or
          (ii) upon the effective date of a Registration
          Statement registering for sale under the Securities Act
          of 1933, as amended (the "Securities Act"), the shares
          of the Company's Common Stock issuable upon such
          conversion (the "Conversion Stock"), (and, if the
          Company has exercised its redemption right as described
          in Paragraph 5 hereof with respect to all or any of the
          Preferred Stock, in the case of the Preferred Stock
          called for redemption, up to the date prior to the
          Redemption Date as fixed in any Redemption Notice), at
          the office of the Company or any transfer agent for the
          Preferred Stock or Common Stock, into one fully paid
          and nonassessable share of Common Stock.

          (b)   Conversion Rate.  Each share of Preferred Stock
          shall be convertible into one share of Common Stock, at
          a conversion value of $1.20 per share of Common Stock
          (the "Conversion Date").

          (c)   Mechanics of Conversion.  Before any holder of
          Preferred Stock shall be entitled to convert the same
          into shares of Common Stock, he shall surrender the
          certificate or certificates therefor, duly endorsed, at
          the office of the Company or of any transfer agent for
          the Common Stock, and shall give written notice to the
          Company at such office that he elects to convert the
          same and shall state therein the number of shares of
          Preferred Stock being converted.  Thereupon the Company
          shall promptly issue and deliver at such office to such
          holder of Preferred Stock a certificate or certificates
          for the number of shares of Common Stock to which he
          shall be entitled.  Such conversion shall be deemed to
          have been made immediately prior to the close of
          business on the date of such surrender of the shares of
          Common Stock issuable upon such conversion shall be
          treated for all purposes as the record holder or
          holders of such shares of Common Stock on such date.

          (d)  Adjustment for Stock Splits and Combinations.  If
          the Company shall at any time or from time to time after
          the Original Issue Date for a series of the Preferred
          Stock effect a subdivision of the outstanding Common Stock,
          the Conversion Rate then in effect immediately before
          that subdivision shall be proportionately decreased, and
          conversely, if the Company shall at any time or from time
          to time after the Original Issue Date for a series of the
          Preferred Stock combine the outstanding shares of Common
          Stock, the Conversion Rate then in effect immediately before
          the combination shall be proportionately increased.  Any
          adjustment under this paragraph 7(d) shall become effective
          at the close of business on the date the subdivision or
          combination becomes effective.

          (e)     Adjustment for Certain Dividends and
          Distributions.  In the event the Company at any time,
          or from time to time after the Original Issue Date for
          a series of Preferred Stock shall make or issue, or fix
          a record date for the determination of holders of
          Common Stock entitled to receive, a dividend or other
          distribution payable in additional shares of Common
          Stock, then and in each such event the Conversion Price
          for such series of Preferred Stock then in effect shall
          be decreased as of the time of such issuance or, in the
          event such a record date shall have been fixed, as of
          the close of business on such record date, by
          multiplying the Conversion Rate for such series of
          Preferred Stock then in effect by a fraction:

               (1)   the numerator of which shall be the total
               number of shares of Common Stock issued and
               outstanding immediately prior to the time of such
               issuance or the close of business on such record
               date, and

               (2)   the denominator of which shall be the total
               number of shares of Common Stock issued and
               outstanding immediately prior to the time of such
               issuance or the close of business on such record
               date plus the number of shares of Common Stock
               issuable in payment of such dividend or distribution;
               provided, however, if such record date shall have
               been fixed and such dividend is not fully made on
               the date fixed therefor, the Conversion Rate for
               such series of Preferred Stock shall be recomputed
               accordingly as of the close of business on such record
               date and thereafter the Conversion Rate for such series
               of Preferred Stock shall be adjusted pursuant to this
               Paragraph 7(e) as of the time of actual payment of such
               dividends or distributions.

          (f)   Adjustment for Reclassification, Exchange, or
          Substitution.   If the Common Stock issuable upon the
          conversion of the Preferred Stock shall be changed into
          the same or a different number of shares of any class
          or classes of stock, whether by capital reorganization,
          reclassification, or otherwise (other than a subdivision
          or combination of shares or stock dividend provided for
          above, or a reorganization, merger, consolidation, or
          sale of assets provided for elsewhere in this Paragraph 7),
          then and in each such event the holder of each share of
          Preferred Stock shall have the right thereafter to convert
          such share into the kind and amount of shares of stock and
          other securities and property receivable upon such reorganization,
          reclassification, or other change, by holders of the
          number of shares of Common Stock into which such shares
          of Preferred Stock might have been converted immediately
          prior to such reorganization, reclassification, or change,
          all subject to further adjustments as provided herein.

          (g)   Reorganization, Mergers, Consolidations, or Sales
          of Assets.  If at any time or from time to time there
          shall be a capital reorganization of the Common Stock
          (other than a subdivision, combination, reclassification,
          or exchange of shares provided for elsewhere in this
          Paragraph 7) or a merger or consolidation of the Company
          with or into another corporation, or the sale of all or
          substantially all of the company's assets to any other
          person, then, as a part of such reorganization, merger,
          consolidation, or sale, provision shall be made so that
          the  holders of the Preferred Stock shall thereafter be
          entitled to receive upon conversion of the Preferred Stock,
          the number of shares of stock or other securities or
          property of the Company, or of the successor corporation
          resulting form such merger or consolidation or sale, to
          which a holder of Common Stock deliverable upon conversion
          would have been entitled on such capital reorganization,
          merger, consolidation, or sale.  In any such case, appropriate
          adjustment shall be made in the application of the provisions
          of this Paragraph 7 with respect to the rights of the holders
          of the Preferred Stock after the reorganization, merger,
          consolidation, or sale to the end that the provisions
          of this Paragraph 7 (including adjustment of the
          Conversion Rate then in effect and the number of shares
          purchasable upon conversion of the Preferred Stock)
          shall be applicable after that event as nearly
          equivalent as may be practicable.

          (h)   Notices of Record Date.  In the event of (i) any
          taking by the Company of a record of the holders of any
          class or series of securities for the purpose of determining
          the holders thereof who are entitled to receive any dividend
          or other distribution or (ii) any reclassification or
          recapitalization of the capital stock of the Company, any
          merger or consolidation of the Company, or any transfer
          of all or substantially all of the assets of the Company
          to any other corporation, entity, or person, or any voluntary
          or involuntary dissolution, liquidation, or winding up of
          the Company, the Company shall mail to each holder of
          Preferred Stock at least thirty (30) days prior to the
          record date specified therein, a notice specifying (A)
          the date on which any such record is to be taken for
          the purpose of such dividend or distribution and a
          description of such dividend or distribution, (B) the
          date on which any such reorganization, reclassification,
          transfer, consolidation, merger, dissolution, liquidation,
          or winding up is expected to become effective, and (C) the
          time, if any is to be fixed, as to when the holders of
          record of Common Stock (or other securities) shall be
          entitled to exchange their shares of Common Stock (or
          other securities) for securities or other property deliverable
          upon such reorganization, reclassification, transfer,
          consolidation, merger, dissolution, liquidation, or
          winding up.

          (i)  Fractional Shares.  No fractional shares of Common
          Stock shall be issued upon conversion of Preferred Stock.
          In lieu of any fractional shares to which the holder would
          otherwise be entitled, the Company shall pay cash equal to
          the product of such fraction multiplied by the fair market
          value of one share of the Company's Common Stock on the date
          of conversion, as determined in good faith by the Board.

          (j)   Reservation of Stock Issuable Upon Conversion.
          The Company shall at at times reserve and keep available
          out of its authorized but unissued shares of Common Stock,
          solely for the purpose of effecting the conversion of the
          shares of the Preferred Stock, such number of its shares
          of Common Stock as shall from time to time be sufficient
          to effect the conversion of all outstanding shares of the
          Preferred Stock, and if at any time the number of authorized
          but unissued shares of Common Stock shall not be sufficient
          to effect the conversion of all then outstanding shares of the
          Preferred Stock, the Company will take such corporate
          action as may, in the opinion of its counsel, be necessary
          to increase its authorized but unissued shares of Common
          Stock to such number of shares as shall be sufficient for
          such purpose.

          (k)  Notices.  Any notice required by the provisions of
          this Paragraph 7 to be given to the holder of shares of
          the Preferred Stock shall be deemed given when personally
          delivered to such holder or five (5) business days after
          the same has been deposited in the United States mail,
          certified or registered mail, return receipt requested,
          postage prepaid, and addressed to each holder of record
          at his address appearing on the books of the Company.

          (l)   Payment of Taxes.  The Company will pay all taxes
          and other governmental charges that may be imposed in
          respect of the issue or delivery of shares of Common
          Stock upon conversion of shares of Preferred Stock.

          (m)   No Dilution or Impairment.  The Company shall not
          amend its Articles of Incorporation or participate in
          any reorganization, transfer of assets, consolidation,
          merger, dissolution, issue, or sale of securities or
          any other voluntary action, for the purpose of avoiding
          or seeking to avoid the observance or performance of
          any of the terms to be observed or performed hereunder
          by the Company, but will at all times in good faith
          assist in carrying out all such action as may be
          reasonably necessary or appropriate in order to protect
          the conversion rights of the holders of the Preferred
          Stock against dilution or other impairment.

     8.   No Preemptive Rights.

          No holder of the Series C Preferred Stock of the
          Corporation shall be entitled, as of right, to purchase
          or subscribe for any part of the unissued stock of the
          Corporation or of any stock of the Corporation to be
          issued by reason of any increase of the authorized
          capital stock of the Corporation, or to purchase or
          subscribe for any bonds, certificates of indebtedness,
          debentures or other securities convertible into or
          carrying options or warrants to purchase stock or other
          securities of the Corporation or to purchase or subscribe
          for any stock of the Corporation purchased by the Corporation
          or by its nominee or nominees, or to have any other preemptive
          rights now or hereafter defined by the laws of the State of Utah.

     9.   No Reissuance of Preferred Stock.

          No share or shares of Preferred Stock acquired by the
          Company by reason of redemption, purchase, conversion,
          or otherwise shall be reissued, and all such shares
          shall be canceled, retired, and eliminated from the
          shares which the Company shall be authorized to issue.


          IN WITNESS WHEREOF, said GLOBAL CASINOS, INC., has
caused this Certificate of Designations, Preferences and Rights
of Series C Convertible Preferred Stock to be duly executed by
its President and attested by its Secretary and has caused its
corporate seal to be affixed hereto, this 12th day of January,1999.

Attest                             GLOBAL CASINOS, INC.


By:   /s/ Barbara G.Chacon         By:   /s/ Stephen G.Calandrella
Barbara G. Chacon                  Stephen G. Calandrella