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                                                                     EXHIBIT 3.5

                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                        AMERICAN COIN MERCHANDISING, INC.



                              ARTICLE 1 -- OFFICES

         The registered office of American Coin Merchandising, Inc., a Delaware
corporation (the "CORPORATION"), shall be at the location specified in the
Corporation's Certificate of Incorporation. The Corporation may also have
offices at such other places within or without the State of Delaware as the
Board of Directors (the "BOARD") may from time to time determine or the business
of the corporation may require.


                            ARTICLE 2 -- STOCKHOLDERS

         1. PLACE OF MEETINGS. Meetings of stockholders shall be held at the
registered office of the Corporation or at such place within or without the
State of Delaware as the Board shall authorize.

         2. ANNUAL MEETING. The annual meeting of the stockholders shall be held
on such date, at such time and at such place as may be designated by the Board
for the purpose of electing directors and for the transaction of such other
business as may properly be brought at the meeting.

         3. SPECIAL MEETINGS. Special meetings of the stockholders may be called
by the Board or by the President and shall be called by the President or the
Secretary at the request in writing of a majority of the Board or at the request
in writing by stockholders owning a majority in amount of the shares issued,
outstanding and entitled to vote together as a class with the holders of the
Corporation's common stock. Such request shall state the purpose or purposes of
the proposed meeting. Business transacted at a special meeting shall be confined
to the purposes stated in the notice.

         4. FIXING RECORD DATE. For the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or for the purpose of determining stockholders entitled to
receive payment of any dividend or other distribution or the allotment of any
rights, or for the purpose of any other lawful action, the Board may fix, in
advance, a record date for any such determination of stockholders. Such date
shall not be more than sixty nor less than ten days before the date of such
meeting. If no record date is fixed it shall be determined in accordance with
the provisions of law.

         5. NOTICE OF MEETINGS OF STOCKHOLDERS. Written notice of each meeting
of stockholders shall state the purpose or purposes for which the meeting is
called, the place, date and hour of the meeting and unless it is the annual
meeting, shall indicate that it is

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being issued by or at the direction of the person or persons calling the
meeting. Notice shall be given either personally or by mail, telex,
telefacsimile or telephone to each stockholder entitled to vote at such meeting,
not less than ten nor more than sixty days before the date of the meeting. If
mailed, the notice is given when deposited in the United States mail, postage
prepaid, directed to the stockholder at his address as it appears on the records
of the corporation.

         6. WAIVERS. Notice of meeting need not be given to any stockholder who
signs a waiver of notice, in person or by proxy, whether before or after the
meeting. The attendance of any stockholder at a meeting, in person or by proxy,
without protesting prior to the commencement of the meeting the lack of notice
of such meeting, shall constitute a waiver of notice by such stockholder.

         7. QUORUM OF STOCKHOLDERS. The holders of a majority of the shares
entitled to vote thereat shall constitute a quorum at a meeting of stockholders
for the transaction of any business, provided that when a specified item of
business is required to be voted on by a class or classes, the holders of a
majority of the shares of such class or classes shall constitute a quorum for
the transaction of such specified item of business.

         When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any stockholders.

         The stockholders present may adjourn the meeting despite the absence of
a quorum.

         8. PROXIES. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent in writing without a meeting may
authorize another person or persons to act for him by proxy.

                  Every proxy must be signed by the stockholder or his
attorney-in-fact. No proxy shall be valid after expiration of three years from
the date thereof unless otherwise provided in the proxy. Every proxy shall be
revocable at the pleasure of the stockholder executing it, except as otherwise
provided by law or in a written agreement signed by the stockholder of record.

         9. QUALIFICATION OF VOTERS. Each stockholder of record shall be
entitled at every meeting of stockholders to one vote for each share of common
stock standing in such stockholder's name on the record of stockholders.

         10. VOTE OF STOCKHOLDERS. Except as otherwise required by statute:

                  (a) directors shall be elected by a plurality of the votes
cast at a meeting of stockholders by the holders of shares entitled to vote in
the election;

                  (b) all other corporate action shall be authorized by a
majority of the votes cast.

         11. WRITTEN CONSENT OF STOCKHOLDERS. Any action required or which may
be taken at any annual or special meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes necessary to authorize or
take such action at a meeting at which all shares entitled to vote


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thereon were present and voted. Prompt notice of the taking of corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                             ARTICLE 3 -- DIRECTORS

         1. BOARD OF DIRECTORS. The business of the corporation shall be managed
under the direction of its Board of Directors. Each member of the Board shall be
at least 18 years of age, but need not be a stockholder.

         2. NUMBER OF DIRECTORS. The Board shall consist of one or more
directors as shall be fixed from time to time by vote of the stockholders or by
vote of a majority of the entire Board. In the event of any conflict regarding
the number of directors, the number of directors fixed by a vote of the
stockholders shall trump and supersede the number of directors otherwise fixed
by the directors.

         3. ELECTION AND TERM OF DIRECTORS. At each annual meeting of
stockholders, the stockholders shall elect directors to hold office until the
next annual meeting. Each director shall hold office until the expiration of the
term for which he is elected and until his successor is elected and qualified,
or until his earlier resignation or removal.

         4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly created
directorships resulting from an increase in the authorized number of directors
and vacancies occurring in the Board for any reason may be filled by a majority
of the directors then in office, although less than a quorum, or by a sole
remaining director. A director elected to fill a vacancy caused by resignation,
death or removal shall be elected to hold office for the unexpired term of his
predecessor.

         5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors.

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

         7. QUORUM OF DIRECTORS. A majority of the total number of directors
shall constitute a quorum for the transaction of business.

         8. ACTION OF THE BOARD. The vote of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board.
Each director present shall have one vote.

         9. PLACE AND TIME OF BOARD MEETINGS. The Board may hold its meetings at
the office of the corporation or at such other place, either within or without
the State of Delaware, and at such time, as the Board may from time to time
determine.


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         10. REGULAR MEETINGS OF THE BOARD. A regular annual meeting of the
Board shall be held immediately following the annual meeting of stockholders,
and regular meetings of the Board shall be held at such other times as the Board
may from time to time determine.

         11. SPECIAL MEETINGS OF THE BOARD. Special meetings of the Board shall
be held upon notice to the Directors and may be called by the President upon two
days notice to each director either personally, by mail, telex, telefacsimile or
telephone; special meetings shall be called by the President or by the Secretary
in a like manner on written request of two directors. Notice of a meeting need
not be given to any director who submits a waiver of notice whether before or
after the meeting or who attends the meeting without protesting prior thereto or
at its commencement, the lack of notice to him.

         12. ADJOURNMENTS. A majority of the directors present, whether or not a
quorum is present, may adjourn any meeting to another time and place. Notice of
the adjournment shall be given all directors who were absent at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other directors.

         13. CHAIRMAN. The Chairman (or if the Chairman is absent or there is no
duly appointed Chairman in office at such time, the President) shall preside at
all meetings of the Board.

         14. COMMITTEES. The Board may, by resolution passed by a majority of
the whole Board, designate from among its members an executive committee and
other committees, each consisting of one or more of the directors of the
Corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of the Corporation
to act at the meeting in place of any such absent or disqualified member. Each
such committee, to the extent set forth in the resolution and permitted by law,
shall have and may exercise all of the powers and authority of the Board. Each
such committee shall serve at the pleasure of the Board.

         15. COMPENSATION. No compensation shall be paid to directors, as such,
for their services, but by resolution of the Board a fixed sum and expenses for
actual attendance at each regular or special meeting of the Board may be
authorized. Nothing herein contained shall be construed to preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor.

         16. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if all members of the Board or committee, as the case may be,
consent in writing to the adoption of a resolution authorizing the action. The
resolution and the written consents thereto by the members of the Board or
committee shall be filed with the minutes of the proceedings of the Board or
committee.


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         17. TELEPHONIC MEETINGS. Members of the Board or any committee
designated by the Board, may participate in a meeting of the Board or such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this section shall constitute
presence in person at such meeting.


                              ARTICLE 4 -- OFFICERS

         1. OFFICES, ELECTION, TERM.

                  (a) The Board shall elect a President, a Secretary and a
Treasurer, and may elect a Chairman, one or more Vice-Presidents, and such other
officers as it may determine, who shall have such duties, powers and functions
as hereinafter provided.

                  (b) All officers shall be elected to hold office until the
next regular annual meeting of the Board. Each officer shall hold office for the
term for which he is elected and until his successor has been elected and
qualified, or until his earlier resignation or removal.

                  (c) Any number of offices may be held by the same person.

         2. REMOVAL AND RESIGNATION.

                  (a) Any officer elected by the Board may be removed by the
Board with or without cause.

                  (b) In the event of the death, resignation or removal of an
officer, the Board in its discretion may elect a successor to fill the unexpired
term.

         3. CHAIRMAN. The Chairman shall preside at all meetings of the Board
and shall have and perform such other duties as from time to time may be
assigned to him by the Board.

         4. PRESIDENT. The President shall be the Chief Executive Officer of the
Corporation; he shall preside at all meetings of the Board (unless there is a
duly appointed Chairman in office during such meeting) and of the stockholders;
he shall have the management of the business of the Corporation and shall see
that all orders and resolutions of the Board are carried into effect; and he
shall have such other duties as from time to time may be assigned to him by the
Board.

         5. VICE-PRESIDENTS.

                  (a) The Board may elect an Executive Vice President with such
powers as may be granted by the Board upon recommendation of the President,
which powers and functions may include those of Chief Operating Officer.

                  (b) The Vice President or Vice Presidents shall perform such
duties as the Board may from time to time prescribe. In the absence or
disability of the President, the Executive Vice President, if any, shall have
all of the powers and functions of the President and if there be


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no Executive Vice President, the Vice President, or if there be more than one,
that one who shall be authorized by the Board, shall have all of the powers and
functions of the President.

         6. SECRETARY. The Secretary shall:

                  (a) attend all meetings of the Board and of the stockholders;

                  (b) record all votes and minutes of all proceedings in a book
to be kept for that purpose;

                  (c) give or cause to be given notice of all meetings of
stockholders and of special meetings of the Board;

                  (d) keep in safe custody the seal of the corporation and affix
it to any instrument when authorized by the Board;

                  (e) when required, prepare or cause to be prepared and
available at each meeting of stockholders a certified list in alphabetical order
of the names of stockholders entitled to vote thereat, indicating the number of
shares of each respective class held by each;

                  (f) keep all the documents and records of the corporation as
required by law or otherwise in a proper and safe manner;

                  (g) perform such other duties as may be prescribed by the
Board.

         7. ASSISTANT-SECRETARIES. During the absence or disability of the
Secretary, the Assistant-Secretary, or if there are more than one, the one so
designated by the Secretary or by the Board, shall have all of the powers and
functions of the Secretary.

         8. TREASURER. The Treasurer shall:

                  (a) have the custody of the corporate funds and securities;

                  (b) keep full and accurate accounts of receipts and
disbursements in the corporate books;

                  (c) deposit all money and other valuables in the name and to
the credit of the corporation in such depositories as may be designated by the
Board;

                  (d) disburse the funds of the corporation as may be ordered or
authorized by the Board and preserve proper vouchers for such disbursements;

                  (e) render to the president and Board at the regular meetings
of the Board, or whenever they require it, an account of all his transactions as
treasurer and of the financial condition of the corporation;

                  (f) render a full financial report at the annual meeting of
the stockholders if so requested;


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                  (g) be furnished by all corporate officers and agents at his
request, with such reports and statements as he may require as to all financial
transactions of the Corporation;

                  (h) perform such other duties as are given to him by these
Bylaws or as from time to time are assigned to him by the Board or the
President.

         9. ASSISTANT-TREASURER. During the absence or disability of the
Treasurer, the Assistant-Treasurer, or if there are more than one, the one so
designated by the Treasurer or by the Board, shall have all the powers and
functions of the Treasurer.

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


                      ARTICLE 5 -- CERTIFICATES FOR SHARES

         1. CERTIFICATES. The shares of the Corporation shall be represented by
certificates. They shall be numbered and entered in the books of the Corporation
as they are issued. They shall exhibit the holder's name and the number of
shares and shall be signed by the Chairman, the President or a Vice-President
and by the Treasurer or the Secretary and shall bear the corporate seal. Any or
all of the signatures on certificates may be a facsimile.

         2. LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation may issue a
new certificate of stock in place of any certificate theretofore issued by the
Corporation, alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate to be lost,
stolen or destroyed. The Corporation may, as a further condition precedent to
the issuance of any such new certificate, require the owner of such lost, stolen
or destroyed certificate, or his legal representative, to advertise the same in
such manner as it shall require and/or give the Corporation a bond in such sum
and with such surety or sureties as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost, stolen or destroyed; or it may accept such other assurance as
it may deem appropriate.

         3. TRANSFERS OF SHARES. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, and cancel the old certificate; every such transfer
shall be entered on the transfer book of the Corporation which shall be kept at
such place as the Board may designate. No transfer shall be made within five
days next preceding the annual meeting of stockholders.

         4. RECORD OWNERSHIP. The corporation shall be entitled to treat the
holder of record of any share as the holder in fact thereof and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such share on the part of any other person whether


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or not it shall have express or other notice thereof, except as expressly
provided by the laws of the State of Delaware.

         5. CLOSING TRANSFER BOOKS. The Board shall have the power to close the
share transfer books of the corporation for a period of not more than five days
during the thirty day period immediately preceding (1) any stockholders'
meeting, or (2) any date upon which stockholders shall be called upon to or have
a right to take action without a meeting, or (3) any date fixed for the payment
of a dividend or any other form of distribution, and only those stockholders of
record at the time the transfer books are closed, shall be recognized as such
for the purpose of (1) receiving notice of or voting at such meeting, or (2)
allowing them to take appropriate action, or (3) entitling them to receive any
dividend or other form of distribution.


                             ARTICLE 6 -- DIVIDENDS

         Subject to the provisions of the certificate of incorporation and to
applicable law, dividends on the outstanding shares of the Corporation may be
declared in such amounts and at such time or times as the Board may determine.
Before payment of any dividend, there may be set aside out of any of the funds
of the Corporation available for dividends such sum or sums as the Board from
time to time in its absolute discretion deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purpose as the Board shall think
conducive to the interests of the Corporation, and the Board may modify or
abolish any such reserve.


                          ARTICLE 7 -- INDEMNIFICATION

         The Corporation shall, to the fullest extent permitted under the laws
of the State of Delaware, as the same may from time to time be amended, (a)
indemnify the officers and directors of the Corporation from and against any and
all expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such officer or director in any
action, suit or proceeding, to the extent such amounts may be indemnified under
said laws, and (b) pay to any officer or director, in advance of the final
disposition of any civil or criminal action, suit or proceeding, the expenses
incurred by such officer or director in defending such action, suit or
proceeding. The indemnification and advancement of expenses provided for herein
shall not be deemed exclusive of any other rights to which the officer or
director seeking indemnification or advancement of expenses may be entitled
under any agreement, vote of stockholders or disinterested directors, or
otherwise, and shall inure to the benefit of the heirs and personal
representatives of the officer or director seeking indemnification. The
provisions of this by-law shall not be interpreted to restrict the Board from
indemnifying or advancing expenses to any director, officer or other person if
the Board shall determine such indemnification or advancement of expenses to be
appropriate in the specific instance.


                           ARTICLE 8 -- CORPORATE SEAL

         The seal of the Corporation shall be circular in form and bear the name
of the Corporation, the year of its organization and the words "Corporate Seal,
Delaware." The seal


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may be used by causing it to be impressed directly on the instrument or writing
to be sealed, or upon adhesive substance affixed thereto. The seal on the
certificates for shares or on any corporate obligation for the payment of money
may be a facsimile, engraved or printed.


                      ARTICLE 9 -- EXECUTION OF INSTRUMENTS

         All corporate instruments and documents shall be signed or
countersigned, executed, verified or acknowledged by such officer or officers or
other person or persons as the Board may from time to time designate.


                            ARTICLE 10 -- FISCAL YEAR

         The fiscal year of the corporation shall end on the last day of the
same month in each year, which month shall be determined by the Board.


            ARTICLE 11 -- REFERENCES TO CERTIFICATE OF INCORPORATION

         Reference to the certificate of incorporation in these Bylaws shall
include all amendments thereto or changes thereof unless specifically excepted.


                           ARTICLE 12 -- BY-LAW CHANGES

         The Bylaws may be adopted, amended, or repealed by the Board or by the
Corporation's stockholders entitled to vote.


ADOPTED:  As of February 11, 2002.


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