TRUST COMPANY
  (THU108.05' 93 10:16/ST. 10:15/NO. 3560228847 P 2 SECB£TARV OF STATE •91
  VISION OF CORPORATIONS ILED 10:00 AM 08/05/1993 723217016 - 217G324 EXHIBIT
  4.1 CERTIFICATE OF DESIGNATION" OF PREFERENCES, RIGHTS AND LIMITATION OF
  SERIES S VOTINS, NON-COJTVERTIBI.E/ REDEEHABLE PREFERRED STOCK FAR VALUE $.01
  PER SHARE OF EOROPA CRDISES CORPORATION that: Charles H. Reddien and Sharon
  Petty hereby certify A. They are the President and Secretary, respectively,
  of Europa Cruises Corporation, a Delaware corporation (the
  "Corporation"). B. The Corporation's Articles of Incorporation
  authorize the issuance of up to 5,000,000 shares of Preferred Stock, par
  value $.01 per share. C. Pursuant to the authority conferred upon the Board
  of Directors by the Articles of Incorporation, arid pursuant to the
  provisions of the Delaware General Corporation Lav, said Board of Directors,
  by action on the 14th day of providing for the designation of a series of
  926, June, 1993, 000 shares of Series S Preferred Stock, par value $.01 per
  sharp, which action was as follows: That pursuant to the authority expressly
  granted and vested in the Board of Directors of this Corporation in
  accordance with the provisions of its Articles ofjIncorporation, a series of
  preferred stock of the Corporation be], and it hereby is, designated
  "Series S Voting, Non-Convertible Redeemable Preferred Stock, par value
  $.01 per share" (the "Series S Preferred Stock"), said series
  to consist of 926,boo shares. The powers, designations, preferences and relative
  participating, optional or other special rights and the Qualifications,
  •limitations and restrictions of the Series s Preferred Stock shall be as
  follows: ' 1. Number and Designation, The number of shares to constitute the
  Series S Preferred Stock shall be 926,000 shares and the designation of such
  shares shall be "Series S Preferred Stock:, par value $.01 per
  share." 2. Liquidation. (a) Preference. In the event of any voluntary or
  involuntary dissolution, liquidation, or winding up of affairs of the Corporation,
  after payment or provision for payment of the debts and other liabilities of
  the Corporation, trie holders of the Series s Preferred Stock shall be
  entitled to [receive out of the assets of the corporation, whether such
  assets are capital, 

  






 















	
  

  	
  'FROM
  CORPORATION TRUST COMPANY (THU) 08.05' 93 10:17/ST. 10:15/NO, 3560228847 P 3
  surplus or earnings, an amount equal to the Liquidation Value of each share
  of Series S Preferred Stock before any payment shall be made or assets
  distributed on the common Stock. After payment to the holders Preferred Stock
  of the amount to which such holders are entitled as set forth above, the
  remaining assets of the of the Series S :orporation, if any, shall, subject
  to the rights of the holders of the Corporation's Preferred Stock, be
  distributed ratably among the holders of the Corporation's Common Stock. |
  (b) Partial,Payment. If upon any,dissolution, liquidation or winding up of
  the affairs of the Corporation, the assets of the Corporation distributable
  among th<£ holders of the Series S Preferred Stock and all other classes
  oijr series of Preferred stock ranking as to assets pari p_asu thereto shall
  be insufficient to permit the payment to them of the full preferential
  amounts to which they are entitled, ,then the entire assets of the
  Corporation to be so distributed shall be distributed ratably among the
  holders of the Series S Preferred Stock and such other classes or series of
  Preferred Stock ranking as to assets pari pasu thereto, in proportion to ithe
  sum of their respective per share liquidation values, until payment in full
  of such amount per share. (c) Licmidation Value. The Liquidation share of
  Series S Preferred Stock as of any parti|cul be $1.08. Value per cular date
  shall 3. Voting Ricrhts. The shareholders ofj the Series S 'preferred Stock
  shall have full voting rights on all matters upon which the shareholders of
  the Corporation are entitled to vote. Each share of Preferred Stock shall be
  entitled tp one vote per share. The holders of the Series S Preferred stock
  may vote either in person or by proxy. The shareholders or the Series S
  Preferred Stock, shall foe entitled to notice of all regular and special
  shareholder's meetings and copies of all proxy and other materials provided
  to the shareholders of the Corporation at the same time and in the same
  manner as the shareholders of the Corporation. . ' I The Corporation shall
  not, without the consent of the holders of at least 51% of the Series S
  Preferred Stock then outstanding, given in person or by prosty, either in
  writing or by vote at a meeting called for that purpose at which the Series S
  Preferred Stock shall vote as a Class, by amendment to the Articles of
  Incorporation of the corporation or by merger or consolidation or in any
  other manner alter or change the preference, special rights or powers given
  to the [holders of the Series S Preferred stock by the Articles of
  Incorporation. 

  






 















	
  

  	
  * FROM
  CORPORATION TRUST COMPANY (THU) 08.05' 93 10:17/ST. 10:15/NO. 3560228847 P 4
  4, cumulative Dividends. Dividends oh the Series s Preferred Stock shall be
  payable at the rate of three percent (3%) per annum, .payable quarterly to
  shareholders of record as of March 31, June 30, September 30, and December 31
  of each year Payments of all from legally available funds and are cumulative,
  dividends on the Series S Preferred Stock shall be made before any dividends
  are declared and paid on the Common Stock of the Corporation ("Common
  Shares"); provided, however\t the Series S Preferred Stock shall not be
  entitled to the payment of any dividends or other distribution resulting from
  the spin-off to Europa shareholders of Casino World Inc. and Mississippi
  Gaming Corporation. 5. Conversion. The holders of shares Preferred Stock
  shall not be entitled to convert sliares of Common Stock of the corporation.
  of Series S such shares into 6. Redemption. The Preferred Shares are
  redeemable at the option of the company, at any time, in whdle or in part. If
  the Company elects to redeem the Preferred Shares, the Company will pay to
  the holder a redemption fee of 1% per quarter for each quarter the shares
  have been issued and outstanding prior to the Redemption Payment. IN WIS/NESS
  WHEREOF, the Corporation has caused this Certificate to be signed by Charles
  H-^Reddien, president, and Sharon Petty, its Secretary, this /Cs^&day of
  June, 1993. EUROPA CRUISES CORPORATION Charles H. Reddien Its President:
  Petty /Its Secretary