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                                                                     EXHIBIT 3.1

                            ARTICLES OF INCORPORATION
                                       OF
                            LAKES ENTERTAINMENT, INC.
                        (as amended through May 4, 2004)


         The undersigned hereby creates a corporation under Chapter 302A of the
Minnesota Statutes and adopts the following Articles of Incorporation.


                                    ARTICLE 1

                                      NAME

         The name of the Corporation is LAKES ENTERTAINMENT, INC.


                                    ARTICLE 2

                                REGISTERED OFFICE

         The address of the registered office of the Corporation is 130 Cheshire
Lane, Minnetonka, Minnesota 55305.


                                    ARTICLE 3

                                     CAPITAL

         A.       The Corporation is authorized to issue Two Hundred Million
                  (200,000,000) shares of capital stock, having a par value of
                  one cent ($.01) per share.

         B.       In addition to any and all powers conferred upon the Board of
                  Directors by the laws of the State of Minnesota, the Board of
                  Directors shall have the authority to establish by resolution
                  more than one class or series of shares, either preferred or
                  common, and to fix the relative rights, restrictions and
                  preferences of any such different classes or series, and the
                  authority to issue shares of a class or series to another
                  class or series to effectuate share dividends, splits or
                  conversion of the Corporation's outstanding shares.

         C.       The Board of Directors shall also have the authority to issue
                  rights to convert any of the Corporation's securities into
                  shares of stock of any class or classes, the authority to
                  issue options to purchase or subscribe for shares of stock of
                  any class or classes, and the authority to issue share
                  purchase or subscription warrants or any other

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                  evidence of such option rights which set forth the terms,
                  provisions and conditions thereof, including the price or
                  prices at which such shares may be subscribed for or
                  purchased. Such options, warrants and rights, may be
                  transferable or nontransferable and separable or inseparable
                  from other securities of the Corporation. The Board of
                  Directors is authorized to fix the terms, provisions and
                  conditions of such options, warrants and rights, including
                  the conversion basis or bases and the option price or prices
                  at which shares may be subscribed for or purchased.


                                    ARTICLE 4

                               SHAREHOLDER RIGHTS

         A.       No shareholder of the Corporation shall have any preemptive
                  rights.

         B.       No shareholder of the Corporation shall have any cumulative
                  voting rights.


                                    ARTICLE 5

                                  INCORPORATOR

         The name and address of the incorporator, who is a natural person of
full age, are:

                                 Neil P. Ayotte
                               3300 Norwest Center
                             90 South Seventh Street
                        Minneapolis, Minnesota 55402-4140


                                    ARTICLE 6

                WRITTEN ACTION BY LESS THAN ALL OF THE DIRECTORS

         Any action required or permitted to be taken at a Board meeting, other
than an action requiring shareholder approval, may be taken by written action of
the Board of Directors if signed by the number of directors that would be
required to take the same action at a meeting at which all directors were
present.


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                                    ARTICLE 7

                         LIMITED LIABILITY OF DIRECTORS

         To the fullest extent permitted by law, a director shall have no
personal liability to the Corporation or its shareholders for breach of
fiduciary duty as a director. Any amendment to or repeal of this Article 7 shall
not adversely affect any right or protection of a director of the Corporation
for or with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.


                                    ARTICLE 8

         OBLIGATIONS OF CERTAIN BENEFICIAL OWNERS; RIGHTS OF REDEMPTION

         A.       No Person may become the Beneficial Owner of five percent (5%)
                  or more of any class or series of the Corporation's issued
                  and outstanding Capital Stock unless such Person agrees in
                  writing to: (i) provide to the Gaming Authorities
                  information regarding such Person, including without
                  limitation thereto, information regarding other
                  gaming-related activities of such Person and financial
                  statements, in such form, and with such updates, as may be
                  required by any Gaming Authority; (ii) respond to written or
                  oral questions that may be propounded by any Gaming
                  Authority; and (iii) consent to the performance of any
                  background investigation that may be required by any Gaming
                  Authority, including without limitation thereto, an
                  investigation of any criminal record of such Person.

         B.       Notwithstanding any other provisions of these Articles, but
                  subject to the provisions of any resolution of the Board of
                  Directors creating any series of preferred stock or any other
                  class of stock which has a preference over common stock with
                  regard to dividends or upon liquidation, outstanding shares of
                  Capital Stock held by a Disqualified Holder shall be subject
                  to redemption at any time by the Corporation by action of the
                  Board of Directors. The terms and conditions of such
                  redemption shall be as follows:

                  (1)      the redemption price of the shares to be redeemed
                           pursuant to this section B of Article 8 shall be
                           equal to the Fair Market Value of such shares or such
                           other redemption price as required by pertinent state
                           or federal law pursuant to which the redemption is
                           required;

                  (2)      the redemption price of such shares may be paid in
                           cash, Redemption Securities or any combination
                           thereof;


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                  (3)      if less than all the shares held by Disqualified
                           Holders are to be redeemed, the shares to be redeemed
                           shall be selected in such manner as shall be
                           determined by the Board of Directors, which may
                           include selection first of the most recently
                           purchased shares thereof, selection by lot, or
                           selection in any other manner determined by the Board
                           of Directors;

                  (4)      at least thirty (30) days' written notice of the
                           Redemption Date shall be given to the record holders
                           of the shares selected to be redeemed (unless waived
                           in writing by any such holder) provided that the
                           Redemption Date may be the date on which written
                           notice shall be given to record holders if the cash
                           or Redemption Securities necessary to effect the
                           redemption shall have been deposited in trust for the
                           benefit of such record holders and subject to
                           immediate withdrawal by them upon surrender of the
                           stock certificates for their shares to be redeemed;

                  (5)      from and after the Redemption Date or such earlier
                           date as mandated by pertinent state or federal law,
                           any and all rights of whatever nature, which may be
                           held by the Beneficial Owners of shares selected for
                           redemption (including without limitation any rights
                           to vote or participate in dividends declared on stock
                           of the same class or series as such shares), shall
                           cease and terminate and they shall thenceforth be
                           entitled only to receive the cash or Redemption
                           Securities payable upon redemption; and

                  (6)      such other terms and conditions as the Board of
                           Directors shall determine.

         C.       Definitions.  Capitalized terms used in this Article 8 shall
                  have the meanings provided below.

                           "Affiliate" and "Associate" shall have the respective
                  meanings ascribed to such terms in Rule 12b-2 under the
                  General Rules and Regulations under the Securities Exchange
                  Act of 1934, as amended (the "Act"). The term "registrant" as
                  used in said Rule 12b-2 shall mean the Corporation.

                           "Beneficial Owner" shall mean any person who, singly
                  or together with any of such person's Affiliates or
                  Associates, directly or indirectly, has "beneficial ownership"
                  of Capital Stock (as determined pursuant to Rule 13d-3 of the
                  Act).

                           "Capital Stock" shall mean any common stock,
                  preferred stock, special stock, or any other class or series
                  of stock of the Corporation.

                           "Disqualified Holder" shall mean any Beneficial Owner
                  of shares of Capital Stock of the Corporation or any of its
                  Subsidiaries, whose holding of shares of Capital Stock may
                  result or, when taken together with the holding of shares of


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                  Capital Stock by any other Beneficial Holder, may result, in
                  the judgment of the Board of Directors, in (i) the
                  disapproval, modification, or non-renewal of any contract
                  under which the Corporation or any of its Subsidiaries has
                  sole or shared authority to manage any gaming operations, or
                  (ii) the failure to obtain or the loss or non-reinstatement
                  of any license or franchise from any governmental agency
                  held by the Corporation or any Subsidiary to conduct any
                  portion of the business of the Corporation or any
                  Subsidiary, which license or franchise is conditioned upon
                  some or all of the holders of Capital Stock meeting certain
                  criteria.

                           "Fair Market Value" of a share of Capital Stock shall
                  mean the average Closing Price for such a share for each of
                  the 45 most recent days during which shares of stock of such
                  class or series shall have been traded preceding the day on
                  which notice of redemption shall have been given pursuant to
                  Paragraph (4) of section B of Article 8; provided, however,
                  that if shares of stock of such class or series are not traded
                  on any securities exchange or in the over-the-counter market,
                  "Fair Market Value" shall be determined by the Board of
                  Directors in good faith; and provided, further, however, that
                  "Fair Market Value" as to any stockholder who purchases any
                  stock subject to redemption within 120 days prior to a
                  Redemption Date need not (unless otherwise determined by the
                  Board of Directors) exceed the purchase price paid for such
                  shares. "Closing Price" on any day means the reported closing
                  sales price or, in case no such sale takes place, the average
                  of the reported closing bid and asked price on the composite
                  tape for the New York Stock Exchange--listed stocks, or, if
                  stock of the class or series in question is not quoted on such
                  composite tape on the New York Stock Exchange, or, if such
                  stock is not listed on such exchange, on the principal United
                  States Securities Exchange registered under the Act on which
                  such stock is listed, or, if such stock is not listed on any
                  such exchange, the highest closing sales price or bid
                  quotation for such stock on the National Association of
                  Securities Dealers, Inc., Automated Quotation System
                  (including the National Market Systems) or any system then in
                  use, or, if no such prices or quotations are available, the
                  fair market value on the day in question as determined by the
                  Board of Directors in good faith.

                           "Gaming Authorities" shall mean the National Indian
                  Gaming Commission, the Mississippi Gaming Commission organized
                  pursuant to the Mississippi Gaming Control Act and any
                  successors thereto, or any other tribal or governmental
                  authority regulating any form of gaming that has jurisdiction
                  over the Corporation or its Subsidiaries.

                           "Person" shall mean any natural person, corporation,
                  firm, partnership, association, government, governmental
                  agency, or any other entity, whether acting in an individual,
                  fiduciary, or any other capacity.


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                           "Redemption Date" shall mean the date fixed by the
                  Board of Directors for the redemption of any shares of stock
                  of the Corporation pursuant to section B of this Article 8.

                           "Redemption Securities" shall mean any debt or equity
                  securities of the Corporation, any Subsidiary or any other
                  corporation, or any combination thereof, having such terms and
                  conditions as shall be approved by the Board of Directors and
                  which, together with any cash to be paid as part of the
                  redemption price, in the opinion of any nationally recognized
                  investment banking firm selected by the Board of Directors
                  (which may be a firm which provides other investment banking,
                  brokerage or other services to the Corporation), has a value,
                  at the time notice of redemption is given pursuant to
                  Paragraph (4), section B of Article 8, at least equal to the
                  Fair Market Value of the shares to be redeemed pursuant to
                  section B of Article 8 (assuming, in the case of Redemption
                  Securities to be publicly traded, such Redemption Securities
                  were fully distributed and subject only to normal trading
                  activity).

                           "Subsidiary" shall mean any company of which a
                  majority of any class of equity security is beneficially owned
                  by the Corporation.




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