BY-LAWS, AS AMENDED

                                       OF

                           PLAYERS INTERNATIONAL, INC.


ARTICLE I - OFFICES

     The principal executive office of the Corporation shall be located at 1300
Atlantic Avenue, Suite 800, Atlantic City, N.J. 08401 and it may be changed from
time to time by the Board of Directors. The Corporation may also maintain
offices at such other places within or without the United States as the Board of
Directors may, from time to time, determine.

                    ARTICLE II - MEETING OF THE STOCKHOLDERS

Section 1 - Annual Meetings:

     The annual meeting of the stockholders of the Corporation shall be held
within six (6) months after the close of the fiscal year of the Corporation or
at such later date as may be determined by the Board of Directors, for the
purposes of electing directors and transacting such other business as may
properly come before the meeting.

Section 2 - Special Meetings:

     Special meetings of the stockholders may be called at any time by the Board
of Directors or by the President, and shall be called by the President or the
Secretary at the written request of the holder of twenty-five percent (25%) of
the shares then outstanding and entitled to vote thereat, or as otherwise
required by law.

Section 3 - Place of Meetings:

     All meetings of stockholders shall be held at the principal office of the
Corporation, or at such other places as shall be designated in the notices or
waivers of notice of such meetings.

Section 4 - Notice of Meetings:

     (a) Except as otherwise provided by statute, written notice of each meeting
of stockholders, whether annual or special, stating the time when and place
where it is to be held, shall be served either personally or by mail, not less
than ten or more than sixty (60) days before the meeting, upon each stockholder
of record entitled to vote at such meeting, and to any other stockholder to whom
the giving of notice may be required by law. Notice of a special meeting shall
also state the purpose or purposes for which the meeting is called, and shall
indicate that it is being issued by, or at the direction of, the person or
persons calling the meeting. If, at any meeting, action is proposed to be taken
that would, if taken, entitle stockholders to receive payment for their share
pursuant to statute, the notice of such meeting shall include a statement of
that purpose and to that effect. If mailed, such notice shall be directed to
each such stockholder at his address, as it appears on the records of the
stockholders of the Corporation, unless he shall have previously filed with the
Secretary of the corporation a written request that notices intended for him be
mailed to the address designated in such request

     (b) Notice of any meeting need not be given to any person who may become a
stockholder of record after the mailing of such notice and prior to the meeting,
or to any stockholder who attends such meeting, in person or by proxy, or to any
stockholder who, in person or by proxy, submits a signed waiver of

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notice either before or after such meeting. Notice of any adjourned meeting of
stockholders need not be given, unless otherwise required by statute.

Section 5 - Quorum:

     (a) Except as otherwise provided herein, or by statute, or in the
Certificate of Incorporation (such certificate and any amendments thereof being
hereinafter collectively referred to as the "Certificate of Incorporation"), at
all meetings of stockholders of the Corporation, the presence at the
commencement of such meetings in person or by proxy of stockholders holding of
record 51% of the total number of shares of the Corporation then issued and
outstanding and entitled to vote, shall be necessary and sufficient to
constitute a quorum for the transaction of any business. The withdrawal of any
stockholder after the commencement of a meeting shall have no effect on the
existence of a quorum, after a quorum has been established at such meeting.

     (b) Despite the absence of a quorum at any annual or special meeting of
stockholders, the stockholders, by a majority of the votes cast by the holders
of shares entitled to vote thereat, may adjourn the meeting. At any such
adjourned meeting at which a quorum is present, any business may be transacted
at the meeting as originally called.

Section 6 - Voting:

     (a) Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action, other than the election of directors, to be
taken by vote of the stockholders, shall be authorized by a majority of votes
cast at a meeting of stockholders by the holders of shares entitled to vote
thereat.


     (b) Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of stockholders, each holder of record of stock
of the corporation entitled to vote thereat, shall be entitled to one vote for
each share of stock registered in his name on the books of the Corporation.

     (c) Each stockholder entitled to vote, or to express consent or dissent
without a meeting, may do so by proxy; provided, however, that the instrument
authorizing such proxy to act shall have been executed in writing by the
stockholder himself, or by his attorney-in-fact thereunto duly authorized in
writing. No proxy shall be valid after the expiration of eleven (11) months from
the date of its execution, unless the person executing it shall have specified
therein the length of time it is to continue in force. Such instrument shall be
exhibited to the Secretary at the meeting and shall be filed with the minutes of
the meeting.

     (d) Any action, except election of directors, which may be taken by a vote
of stockholders at a meeting, may be taken without a meeting if authorized by a
written consent of shareholders holding at least a majority of the voting power;
provided that if a greater proportion of voting power is required by such action
at such meeting, then such greater proportion of written consents shall be
required.

                        ARTICLE III - BOARD OF DIRECTORS

Section 1 - Number, Election and Term of Office:

     (a) The number of the directors of the Corporation shall be not less than 1
not more than 11, unless and until otherwise determined by vote of a majority of
the entire Board of Directors. The number of Directors shall not be less than
three (3), unless all of the outstanding shares of stock are owned beneficially
and of record by less than three (3) stockholders, in which event the number of
directors shall not be less than the number of stockholders or the minimum
permitted by statute.


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     (b) Except as may otherwise be provided herein or in the Certificate of
Incorporation, the members of the Board of Directors of the Corporation, who
need not be stockholders, shall be elected by a plurality of the votes cast at a
meeting of stockholders, by the holders of shares of stock present in person or
by proxy, entitled to vote in the election. There shall be no cumulative voting
with respect to the election of the members of the Board of Directors.

     (c) Each director shall hold office until the annual meeting of the
stockholders next succeeding his election, and until his successor is elected
and qualified, or until his prior death, resignation, or removal.

Section 2 - Duties and Powers:

     The Board of Directors shall be responsible for the control and management
of the affairs, property and interests of the Corporation and may exercise all
powers of the Corporation, except as are in the Certificate of Incorporation or
by statute expressly conferred upon or reserved to the stockholders.

Section 3 - Annual and Regular Meetings; Notice:

     (a) A regular annual meeting of the Board of Directors shall be held
immediately following the annual meeting of the stockholders, at the place of
such annual meeting of stockholders.

     (b) The Board of Directors, from time to time, may provide by resolution
for the holding of other regular meetings of the Board of Directors, and may fix
the time and place thereof.

     (c) Notice of any regular meeting of the Board of Directors shall not be
required to be given and, if given, need not specify the purpose of the meeting;
provided, however, that in case the Board of Directors shall fix or change the
time or place of any regular meeting, notice of such action shall be given to
each director who shall not have been present at the meeting at which such
change was made within the time limited, and in the manner set forth in
Paragraph (b) Section (4) of this Article III, with respect to special meetings,
unless such notice shall be waived in the manner set forth in Paragraph (c) of
such Section 4.

Section 4 - Special Meeting; Notice:

     (a) Special meetings of the Board of Directors shall be held whenever
called by the President or by one of the directors, at such time and place as
may be specified in the respective notices or waivers of notice thereof.

     (b) Except as otherwise required by statute, notice of a special meeting
shall be mailed directly to each director, addressed to him at his residence or
usual place of business, at least four (4) days before the day on which the
meeting is to be held, or shall be sent to him at such place by facsimile
transmission, telegram, radio, or cable, or shall be delivered to him personally
or given to him orally, not later than the day before the day on which the
meeting is to be held. A notice, or waiver of notice except as required by
Section 8 of this Article III, need not specify the purpose of the meeting.

     (c) Notice of any special meeting shall not be required to be given to any
director who shall attend such meeting without protesting, prior thereto or at
its commencement, the lack of notice to him, or who submits a signed waiver of
notice, whether before or after the meeting. Notice of any adjourned meeting
shall not be required to be given.

Section 5 - Chairman:

     At all meetings of the Board of Directors, the Chairman of the Board, if
any and if present, shall preside. If there shall be no Chairman, or he shall be
absent, then the Vice Chairman shall preside, and in his absence, a Chairman
chosen by the directors shall preside.

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<PAGE>

Section 6 - Quorum and Adjournments:

     (a) At all meetings of the Board of Directors, the presence of a majority
of the entire Board shall be necessary and sufficient to constitute a quorum for
the transaction of business, except as otherwise provided by law, by the
Certificate of Incorporation or by these By-Laws.

     (b) A majority of the directors, present at the time and place of any
regular or special meeting, although less than a quorum, may adjourn the same
from time to time without notice, until a quorum shall be present.

Section 7 - Manner of Acting:

     (a) At all meetings of the Board of Directors, each director present shall
have one vote, irrespective of the number of shares of stock, if any, which he
may hold.

     (b) Except as otherwise provided by statute, by the Certificate of
Incorporation, or by these By-Laws, the action of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors.

     (c) Unless otherwise required by amendment to the Articles of Incorporation
or statute, any action required or permitted to be taken at any meeting of the
Board of Directors or any Committee thereof may be taken without a meeting if a
written consent thereto is signed by all the members of the Board or Committee.
Such written consent shall be filed with the minutes of the proceedings of the
Board or Committee.

     (d) Unless otherwise prohibited by Amendments to the Articles of
Incorporation or statute, members of the Board of Directors or of any Committee
of the Board of Directors may participate in a meeting of such Board or
Committee by means of a conference telephone network or a similar communications
method by which all persons participating in the meeting can hear each other.
Such participation is constituted presence of all the participating persons at
such meeting The minutes of any such meeting shall be either signed or otherwise
approved by the persons participating in the meeting.

Section 8 - Vacancies:

     Any vacancy in the Board of Directors, occurring by reason of an increase
in the number of directors, or by reason of the death, resignation,
disqualification, removal (unless vacancy created by the removal of a director
by the stockholders shall be filled by the stockholders at the meeting at which
the removal was effected) or inability to act of any director, or otherwise,
shall be filled for the unexpired portion of the term by a majority vote of the
remaining directors, though less than a quorum, at any regular meeting or
special meeting of the Board of Directors called for that purpose.

Section 9 - Resignation:

     Any director may resign at any time by giving written notice to the Board
of Directors, the President or the Secretary of the Corporation. Unless
otherwise specified in such written notice such resignation shall take effect
upon receipt thereof by the Board of Directors or such officer, and the
acceptance of such resignation shall not be necessary to make it effective.

Section 10 - Removal:

     Any director may be removed with or without cause at any time by the
affirmative vote of stockholders holding of record in the aggregate at least a
majority of the outstanding shares of stock of the

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<PAGE>

Corporation at a special meeting of the stockholders called for that purpose,
and may be removed for cause by action of the Board.

Section 11 - Compensation:

     The Board of Directors may, from time to time, establish or alter by
resolution appropriate compensation to be paid to all members of the Board of
Directors who are not otherwise employed by the Corporation. The Board of
Directors may also establish, and from time to time alter, appropriate
compensation for service by a member of the Board of Directors as Chairman of a
Committee of the Board of Directors. The Board shall establish a fixed sum to be
paid to non-employee members of the Board of Directors for attendance at any
Committee meetings and shall provide for the payment of expenses of members of
the Board of Directors for attendance at any meetings of the Board of Directors
or of a Committee thereof. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

Section 12 - Contracts:

     (a) No contract or other transaction between this Corporation and any other
corporation shall be impaired, affected or invalidated, nor shall any director
be liable in any way by reason of the fact that any one or more of the directors
of this Corporation is or are interested in, or is a director or officer, or are
directors or officers of such other corporation, provided that such facts are
disclosed or made known to the Board of Directors, prior to their authorizing
such transaction.

     (b) Any director, personally or individually, may be a party to or may be
interested in any contract or transaction of this Corporation, and no director
shall be liable in any way by reason of such interest, provided that the fact of
such interest be disclosed or made known to the Board of Directors prior to
their authorization of such contract or transaction, and provided that the Board
of Directors shall authorize, approve or ratify such contract or transaction by
vote (not counting the vote of any such Director) of a majority of a quorum,
notwithstanding the presence of any such director at the meeting at which such
action is taken. Such director or directors may be counted in determining the
presence of a quorum at such meeting. This Section shall not be construed to
impair or invalidate or in any way affect any contract or other transaction
which would otherwise be valid under the law (common, statutory or otherwise)
applicable thereto.

Section 13 - Committees:

     The Board of Directors, by resolution adopted by a majority of the entire
Board, may from time to time designate from among its members an executive
committee and such other committees, and alternate members thereof, as they may
deem desirable, with such powers and authority (to the extent permitted by law)
as may be provided in such resolution. Each such committee shall serve at the
pleasure of the Board.

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                              ARTICLE IV - OFFICERS

Section 1 - Number, Qualifications, Election and Term of Office:

     (a) The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer, or a President and Secretary-Treasurer, and such other
officers, including a Chairman of the Board of Directors, and one or more Vice
Presidents, as the Board of Directors may from time to time deem advisable. Any
officer other than the Chairman or Vice Chairman of the Board of Directors may
be, but is not required to be, a director of the Corporation. Any two or more
offices may be held by the same person.

     (b) The officers of the Corporation shall be elected by the Board of
Directors at the regular annual meeting of the Board following the annual
meeting of the stockholders.

     (c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have been
elected and qualified or until his death, resignation, or removal.

Section 2 - Resignation:

     Any officer may resign at any time by giving written notice of such
resignation to the Board of Directors, or to the President or the Secretary of
the Corporation. Unless otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by the Board of Directors or
by such officer, and the acceptance of such resignation shall not be necessary
to make it effective.

Section 3 - Removal:

     Any officer may be removed, either with or without cause, and a successor
elected by a majority vote of the Board of Directors at any time.

Section 4 - Vacancies:

     A vacancy in any office by reason of death, resignation, inability to act,
disqualification, or any other cause, may at any time be filled for the
unexpired portion of the term by a majority vote of the Board of Directors.

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Section 5 - Duties of Officers:

     Officers of the Corporation shall, unless otherwise provided by the Board
of Directors, each have such powers and duties as generally pertain to their
respective offices as well as such powers and duties as may be set forth in
these by-laws, or may from time to time be specifically conferred or imposed by
the Board of Directors. The President shall be the chief executive officer of
the corporation, unless otherwise provided.

Section 6 - Sureties and Bonds:

         In case the Board of Directors shall so require, any officer, employee,
or agent of the Corporation shall execute to the Corporation a bond in such sum,
and with such surety or sureties, as the Board of Directors may direct,
conditioned upon the faithful performance of his duties to the Corporation,
including responsibility for negligence for the accounting for all property,
funds or securities of the corporation which may come into his hands.

Section 7 - Share of Stock of Other Corporations:

     Whenever the Corporation is the holder of shares of stock of any other
corporation, any right or power of the Corporation as such stockholder
(including the attendance, acting and voting at stockholders' meetings and
execution of waivers, consents, proxies or other instruments) may be exercised
on behalf of the Corporation by the President, any Vice President or such other
person as the Board of Directors may authorize.

                           ARTICLE V - SHARES OF STOCK

Section 1 - Certificate of Stock:

     (a) The certificates representing shares of the Corporation's stock shall
be in such form as shall be adopted by the Board of Directors, and shall be
numbered and registered in the order issued. They shall bear the holder's name
and the number of shares of stock and shall be signed by (i) the Chairman of the
Board or the President or a Vice President, and (ii) the Secretary or Treasurer,
or any Assistant Secretary or Assistant Treasurer, and shall bear the corporate
seal.

     (b) No certificate representing shares of stock shall be issued until the
full amount of consideration therefor has been paid, except as otherwise
permitted by law.

     (c) To the extent permitted by law, the Board of Directors may authorize
the issuance of certificates for fractions of a share of stock which shall
entitle the holder to exercise voting rights, receive dividends and participate
in liquidating distributions, in proportion to the fractional holdings; or it
may authorize the payment in cash of the fair value of fractions of a share of
stock as of the time when those entitled to receive such fractions are
determined; or it may authorize the issuance, subject to such conditions as may
be permitted by law, of scrip in registered or bearer form over the signature of
an officer or agent of the Corporation, exchangeable as therein provided for
full shares of stock, but such scrip shall not entitle the holder to any rights
of a stockholder, except as therein provided.

Section 2 - Lost or Destroyed Certificates:

     The holder of any certificate representing shares of stock of the
Corporation shall immediately notify the corporation of any loss or destruction
of the certificate representing the same. The Corporation may issue a new
certificate in the place of any certificate theretofore issued by it, alleged to
have been lost or destroyed. On production of such evidence of loss or
destruction as the Board of Directors in its discretion may require, the Board
of Directors may, in its discretion, require the owner of the lost or destroyed
certificate, or his legal representatives, to give the corporation a bond in
such sum as the Board may direct, and with such surety or sureties as may be
satisfactory to the Board, to indemnify the Corporation against any claims,
loss, liability or

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damage it may suffer on account of the issuance of the new certificate. A new
certificate may be issued without requiring any such evidence or bond when, in
the judgement of the Board of Directors, it is proper to do so.

Section 3 - Transfer of Shares:

     (a) Transfer of shares of stock of the Corporation shall be made on the
stock ledger of the Corporation only by the holder of record thereof, in person
or by his duly authorized attorney, upon surrender for cancellation of the
certificate or certificates representing such share of stock with an assignment
or power of transfer endorsed thereon or delivered therewith, duly executed,
with such proof of the authenticity of the signature and of authority to
transfer and of payment of taxes as the Corporation or its agents may require.

     (b) The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable or other claim
to, or interest in, such share or shares of stock on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.

Section 4 - Record Date:

     In lieu of closing the stock ledger of the corporation, the Board of
Directors may fix, in advance, a date not exceeding sixty (60) days, nor less
than ten (10) days, as the record date for the determination of stockholders
entitled to receive notice of, or to vote at, any meeting of stockholders, or to
consent to any proposal without a meeting, or for the purpose of determining
stockholders entitled to receive payment of any dividends or allotment of any
rights, or for the purpose of any other action. If no record date is fixed, the
record date for the determination of stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which notice is given, or, if no notice is given, the
day preceding the day on which the resolution of the directors relating thereto
is adopted. When a determination of stockholders of record entitled to notice of
or to vote at any meeting of stockholders has been made as provided for herein,
such determination shall apply to any adjournment thereof, unless the directors
fix a new record date for the adjourned meeting.

                             ARTICLE VI - DIVIDENDS

     Subject to applicable law, dividends may be declared and paid out of any
funds available therefor, as often, in such amounts, and at such time or times
as the Board of Directors may determine.

                            ARTICLE VII - FISCAL YEAR

     The fiscal year of the Corporation shall end on March 31 and may be changed
by the Board of Directors from time to time subject to applicable law.

                          ARTICLE VIII - CORPORATE SEAL

     The corporate seal shall be in such form as shall be approved from time to
time by the Board of Directors.

                   ARTICLE IX - INDEMNIFICATION OF DIRECTORS,
                           OFFICERS AND OTHER PERSONS

Section 1 - Right to Indemnification:

     Each Indemnitee (as defined below) shall be indemnified and held harmless
by the corporation for all actions taken by him and for all failures to take
action (regardless of the date of any such action or failure

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to take action) to the fullest extent permitted by the Nevada General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, the rights of indemnification provided hereby shall
continue as theretofore to the maximum extent permitted by law notwithstanding
such amendment unless such amendment permits the corporation to provide broader
indemnification rights than the law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys' fees, judgments, fines, Employee Retirement Income Security Act
excise taxes or penalties and amounts paid or to be paid in settlement) actually
and reasonably incurred or suffered by the Indemnitee in connection with any
Proceeding (as defined below). The right to indemnification conferred in this
Article shall be a contract right and shall include the right to be paid by the
corporation the expenses incurred by an Indemnitee in defending a civil or
criminal action, suit or proceeding as it is incurred and in advance of the
final disposition of such action, suit or proceeding; provided, however, that,
if the Nevada General Corporation Law continues so to require, the payment of
such expenses incurred by an Indemnitee in advance of the final disposition of
such action, suit or proceeding, shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such Indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by a court of competent
jurisdiction that such Indemnitee is not entitled to be indemnified by the
Corporation under this Article or otherwise.

(ii) Indemnification pursuant to this Section shall continue as to an Indemnitee
who has ceased to be a director or officer and shall inure to the benefit of his
or her heirs, executors and administrators.

(iii) For purpose of this Article, (A) "Indemnitee" shall mean each director or
officer of the Corporation who was or is a party or is threatened to be made a
party to any Proceeding, by reason of the fact that he is or was director or
officer of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise, including service with
respect to employee benefit plans; and (B) "Proceeding" shall mean any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative.

Section 2 - Indemnification of Employees and Agents:

     The Corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of the corporation with the same scope
and effect as of the foregoing indemnification of directors and officers.

Section 3 - Non-Exclusivity of Rights:

     The rights to indemnification and to the advancement of expenses provided
in this Article shall not be exclusive of any other rights that any person may
have or hereafter acquire under any statute, provision of the Articles of
Incorporation or By-laws, agreement, vote of stockholders or disinterested
directors or otherwise for either an action in his official capacity while
holding his office; provided, however, if the Nevada General Corporation Law so
requires, indemnification, unless ordered by a court (with respect to a
proceeding by or in the right of the Corporation) or for the advancement of
expenses as set forth in Section 1 above, may not be made to or behalf of any
director or officer if a final adjudication establishes that his acts or
omissions involved intentional misconduct, fraud or a knowing violation of the
law and was material to the cause of action.

Section 4 - Insurance:

     The Corporation may purchase and maintain insurance or make any other
financial arrangements permitted by applicable law on behalf of any person who
is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise for any liability asserted against him and liability and expenses
incurred by him in his capacity as a director, officer, employee or agent, or
arising

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out of his status of such, whether or not the Corporation has the authority to
indemnify him against such liability and expenses.

                             ARTICLE X - AMENDMENTS

Section 1 - By Stockholders:

     All by-laws of the Corporation shall be subject to alteration or repeal,
and new by-laws may be made, by the affirmative vote of stockholders holding of
record in the aggregate at least a majority of the outstanding shares of stock
entitled to vote in the election of directors at any annual or special meeting
of stockholders, provided that the notice or waiver of notice of such meeting
shall have summarized or set forth in full therein, the proposed amendment.

Section 2 - By Directors:

     The Board of Directors shall have power to make, adopt, alter, amend and
repeal, from time to time, by-laws of the Corporation; provided, however, that
the stockholders entitled to vote with respect thereto as in this Article X
above-provided may alter, amend or repeal by-laws made by the Board of
Directors, except that the Board of Directors shall have no power to change the
quorum for meetings of stockholders or the Board of Directors or to change any
provisions of the by-laws with respect to the removal of directors or the
filling of vacancies in the Board resulting from the removal by the
stockholders.



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