RESTATED BYLAWS
                                
                               OF
                                
                         SHOWBOAT, INC.
                                
                                
                            ARTICLE I
                             OFFICES
                                
     1.   The principal office shall be in the City of Las Vegas,
County  of  Clark, State of Nevada, and the name of the  resident
agent  in charge thereof is H. Gregory Nasky, Esq.  [Amended  May
15, 1973]

     2.   The  corporation  may  also  have offices at such other 
places as  the Board of Directors may from time to time determine 
or the business of the corporation may require.

                           ARTICLE II
                     STOCKHOLDERS' MEETINGS
                                
1.   Annual Meetings.
     All  meetings  of  the  stockholders  for  the  election  of
Directors shall be held at the office of the corporation  in  Las
Vegas, Nevada, or as may be specified in the notice or waiver  of
notice  of  meeting.   Meetings of  stockholders  for  any  other
purpose may be held at such place and time as shall be stated  in
the  notice of the meeting or in a duly executed waiver of notice
thereof.

2.   Time of Annual Meeting.
     An  annual  meeting of stockholders shall  be  held  on  the
fourth Tuesday in April each year if not a legal holiday, and  if
a  legal holiday then on the next secular day following,  at  ten
o'clock  a.m., or the annual meeting of shareholders may be  held
on  such  other  date  and time as may be set  by  the  Board  of
Directors from time to time.  The stockholders shall elect  by  a
majority  vote  a Board of Directors and they may  transact  such
other  business  as  may properly be brought  before  the  annual
meeting. [Amended February 27, 1990]

3.   Notice of Annual Meeting.
     Written  or  printed notice of the annual meeting  shall  be
served  upon  or  mailed  to each stockholder  entitled  to  vote
thereat  at  such  address  as  appears  on  the  books  of   the
corporation, at least ten days prior to the meeting.

4.   List of Stockholders.
     At  least  ten  days before every election of  Directors,  a
complete  list  of  the stockholders entitled  to  vote  at  said
election with the address of each and the number of voting shares
held by 

<PAGE>
                               
each,  shall  be  prepared.   Such  list  shall  be open  at  the
place where the election is to be held for said ten days, to  the
examination of any stockholder, and shall be produced and kept at
the  time and place of election during the whole time thereof and
subject  to the inspection of any stockholder who may be present.
[Amended August 17, 1982]

5.   Special Meetings.
     Special  meetings  of the stockholders for  any  purpose  or
purposes  may be called by the President, or by the President  or
Secretary  upon  a requisition in writing therefor,  stating  the
purpose  or  purposes  thereof, delivered  to  the  President  or
Secretary, signed by a majority of the Directors or by resolution
of the Directors. [Amended October 5, 1995]

6.   Notice of Special Meetings.
     Written   or   printed  notice  of  a  special  meeting   of
stockholders,  stating  the time and place  and  object  thereof,
shall  be  served upon or mailed to each stockholder entitled  to
vote  thereat  at  such address as appears on the  books  of  the
corporation, at least ten days before such meeting.  In  addition
to  the  notice of any specific matters to be considered  by  the
stockholders at any special meeting, there may also  be  included
in  said notice a reference to the fact that other matters may be
considered at said meeting.

7.   Business at Special Meeting.
     Business  transacted  at  all  special  meetings  shall   be
confined to the objects stated in the call.  In addition  to  the
business  to be transacted at said special meetings as  specified
in  the notice thereof, there may be considered and acted upon at
said meeting any other business which may come before the meeting
if the notice thereof so specifies.

8.   Quorum.
     The  holders  of  fifty  per cent of the  stock  issued  and
outstanding  and entitled to vote thereat, present in  person  or
represented  by proxy, shall be requisite and shall constitute  a
quorum at all meetings of the stockholders for the transaction of
business  except  as  otherwise  provided  by  statute,  by   the
Certificate  of Incorporation or by these Bylaws.   If,  however,
such quorum shall not be present or represented at any meeting of
the  stockholders,  the stockholders entitled  to  vote  thereat,
present  in person or represented by proxy, shall have  power  to
adjourn the meeting from time to time, without notice other  than
announcement  at the meeting until a quorum shall be  present  or
represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might
have been transacted at the meeting as originally notified.

9.   Action of Stockholders.
     When  a  quorum is present at any meeting, the vote  of  the
holders of a majority of the stock having voting power present in
person  or represented by proxy shall decide any question brought
before  such  meeting, unless the question is one upon  which  by
express  provision  of  the statutes or  of  the  Certificate  of
Incorporation or of these Bylaws a different vote is required, in
which  case  such express provision shall govern and control  the
decision of such question.

                               2  
<PAGE>                               

10.  Voting.
     At  any meeting of the stockholders every stockholder having
the  right  to  vote shall be entitled to vote in person,  or  by
proxy  appointed by an instrument in writing subscribed  by  such
stockholder and bearing a date not more than three years prior to
said  meeting,  unless  said instrument  provides  for  a  longer
period.   Each stockholder shall have one vote for each share  of
stock having voting power, registered in his name on the books of
the  corporation,  and  except where the transfer  books  of  the
corporation  shall  have been closed or a date  shall  have  been
fixed  as a record date for the determination of its stockholders
entitled  to  vote, no share of stock shall be voted  on  at  any
election  of Directors which shall have been transferred  on  the
books  of the corporation within twenty days next preceding  such
election of Directors.

11.  No Action By Written Consent in Lieu of Meeting.
     No action may be taken by Stockholders by written consent in
lieu of a meeting. [Amended October 5, 1995]

12.  Stock Ledger.
     The  stock  ledger  of the Corporation  shall  be  the  only
evidence  as  to the stockholders entitled to examine  the  stock
ledger, the list required by section 4 of this Article II or  the
books of the Corporation, or to vote in person or by proxy at any
meeting of Stockholders.  [Amended October 5, 1995]

13.  Conduct of Meetings of Stockholders.
     The   meetings   of  stockholders  shall  generally   follow
reasonable  and  fair procedure.  Subject to the  foregoing,  the
conduct  of  any meeting and the determination of  procedure  and
rules shall be within the absolute discretion of the chairman  of
the  meeting, and there shall be no appeal from any ruling of the
Chairman  of  the  meeting with respect to  procedure  or  rules.
Accordingly, in any meeting of stockholders or part thereof,  the
Chairman  of  the  meeting  shall  have  the  absolute  power  to
determine   appropriate  rules  or  dispense   with   theretofore
prevailing  rules.   The Chairman of the Board  or  his  designee
shall  serve  as  Chairman  of the meeting  and  preside  at  the
meeting.   Without  limiting the foregoing, the  following  rules
shall apply:

          (a)  Within  his  sole  discretion, the Chairman of the 
meeting  may  adjourn  such  meeting  by  declaring  such meeting 
adjourned.   Upon his doing so, the  meeting shall be immediately 
adjourned.

          (b)  The  Chairman  of  the meeting  may ask or require 
that  anyone not a bona  fide  stockholder  or  proxy  leave  the 
meeting.

          (c)  A  resolution  or  motion shall  be considered for 
vote only if proposed  by a stockholder or duly authorized proxy, 
and seconded by  an  individual, who is a stockholder or  a  duly  
authorized  proxy,  other  than  the individual  who proposed the 
resolution or motion.  The  Chairman may  propose any  motion for 
vote.
                               3
<PAGE>

          (d)  The  Chairman  of  the  meeting   may  impose  any 
reasonable limits with  respect  to  participation in the meeting 
by  stockholders, including,  but not  limited  to, limits on the 
amount of  time  at the  meeting  taken  up  by  the  remarks  or  
questions or any stockholder,  limits on the numbers of questions 
per stockholder, and  limits as to  the subject matter and limits 
as to the  subject matter  and  timing  of  questions and remarks  
by  stockholders.  [Amended December 22, 1987]

14.  Advance  Notice  of  Stockholder/Proposed  Business  at  any
     Meeting of Stockholders.
     To   be   properly  brought  before  any  meeting   of   the
stockholders, business must be either (a) specified in the notice
of  meeting  (or  any  supplement thereto) given  by  or  at  the
direction  of  the  Board  of Directors, (b)  otherwise  properly
brought before the meeting by or at the direction of the Board of
Directors,  or (c) otherwise properly brought before the  meeting
by   a   stockholder.   In  addition  to  any  other   applicable
requirements, including (without limitation) requirements imposed
by Federal Securities Laws pertaining to proxies, for business to
be  properly  brought before any meeting by  a  stockholder,  the
stockholder must have given timely notice thereof in  writing  to
the  Secretary of the Corporation.  To be timely, a stockholder's
notice  must  be  delivered  to or mailed  and  received  at  the
principal executive offices of the corporation, at least  seventy
five  (75) days prior to the meeting, provided, however, that  in
the event that less than ninety (90) days' notice or prior public
disclosure of the date of. any annual meeting of stockholders  is
given  or made to stockholders by the Corporation, notice by  the
stockholder to be timely must be so received not later  than  the
close of business on the 15th day following the day on which such
notice  of  the  date of the annual meeting was  mailed  or  such
public   disclosure   was  made,  whichever   first   occurs.   A
stockholder's notice to the Secretary shall set forth as to  each
matter  the  stockholder proposes to bring before any meeting  of
the  stockholders (i) a brief description of the business desired
to  be  brought before the meeting and the reasons for conducting
such business at the meeting, (ii) the name and record address of
the  stockholder  proposing such business, (iii)  the  class  and
number of shares of the Corporation which are beneficially  owned
by  the  stockholder,  and  (iv) any  material  interest  of  the
stockholder in such business.

     Notwithstanding anything in these Bylaws to the contrary, no
business  shall  be conducted at any meeting of the  stockholders
except  in  accordance  with the procedures  set  forth  in  this
Article  II, Section 14, provided, however, that nothing in  this
Article II, Section 14 shall be deemed to preclude discussion  by
any  stockholder as to any business properly brought  before  any
meeting.

     The  Chairman  of the meeting shall, if the  facts  warrant,
determine  and  declare at any meeting of the  stockholders  that
business   was  not  properly  brought  before  the  meeting   in
accordance  with the provisions of this Article II,  Section  14,
and if he should so determine, he shall so declare to the meeting
and  any  such business not properly brought before  the  meeting
shall not be transacted.  [Amended December 22, 1987]

                               4
<PAGE>

                           ARTICLE III
                            DIRECTORS
                                
1.   Number, Term, Quorum.
     Effective  February 25, 1993, the number of directors  which
shall  constitute  the  whole  Board  shall  be  nine  (9).   All
directors  of the corporation shall be of full age and  at  least
one  of whom shall be a citizen of the United States.  The number
of  Directors  which shall not be less than  three  (3),  may  be
decreased  from time to time by amendment to the  Bylaws  and  in
such  event  thereafter may be increased to not more than  twelve
(12) from time to time by amendment to the Bylaws. Directors need
not  be  stockholders or residents of Nevada.  [Amended  February
25, 1993]

          (a)  Beginning  with  the   1993   annual   meeting  of 
stockholders, there  shall be three (3) categories  of  Directors  
and  the  categories  of  Directors  shall be entitled "A,"  "B,"  
and  "C," respectively.   Each  category  of  Directors  shall be  
elected for the  following term of office and each category shall 
consist  of the following number of Directors.

<TABLE>
<CAPTION>

                                           NUMBER OF
       CATEGORY         TERM               DIRECTORS

          <S>         <C>                   <C>
          A           Three (3) years       Two (2)
          B           Three (3) years       Four (4)
          C           Three (3) years       Three (3)
                                                

</TABLE>

          Each category of Directors the term of which expires at 
said  annual  meeting  shall thereafter be elected  for three (3)  
year terms.  [Amended February 25, 1993]

          (b)  Each category of Directors shall be elected at the 
annual meeting  of stockholders for the year in which the term of  
each respective category expires.  Each Director shall be elected  
to  serve  until  the  successor  shall  have  been  elected   or  
qualified,  provided  that in  the  event  of failure to hold the 
annual  meeting or  to hold such election at such annual meeting, 
it  may  be  held  at  any  special  meeting  of the stockholders  
called  for  that purpose.

          (c)  The  majority  of the Directors shall constitute a 
quorum for the transaction of business.  If at any meeting of the  
Board there  shall be  less than a quorum present, a majority  of  
those  present  may  adjourn the  meeting from time to time until 
a quorum is obtained, and no further notice thereof may be  given  
other  than by  announcement  at the  meeting  which  shall be so 
adjourned.

          (d)  The  Directors of  the  corporation  shall at each 
annual meeting or  any  subsequent  special or  regular  meeting, 
elect  from  among their number a Chairman and a Vice-Chairman of 
the Board of Directors  to serve until the next annual meeting of 
the Board of Directors or until  their  successors are named at a 
regular or special meeting.  The duties  of the  Chairman  and of 
the  Vice-Chairman  of  the  Board  are  set  out  in  Article V.  
[Amended August 18, 1983]

                              5
<PAGE>

           (e)  Directors  of  the  Company  who  have  served as 
directors for ten (10) or more years are eligible to be appointed 
upon  their  retirement  or  resignation as a  director emeritus.  
Directors emeritus shall stand for reappointment each year at the 
Annual  Organizational  Meeting  of  the Board for up to five (5) 
years. They shall  serve in an advisory capacity to the Board, be 
invited  to  each  regular  meeting of the Board,  and enjoy such 
other  privileges,  other than  the right  to vote,  as the Board 
shall from time to time determine.  [Amended January 21, 1986]

2.   First Meeting.
     The newly elected Directors may hold their first meeting for
the purpose of organization and the transaction of business.   If
a  quorum be present, immediately after the annual meeting of the
stockholders; or the time and place of such meeting may be  fixed
by consent in writing of all the Directors.

3.   Regular Meetings.
     Regular meetings of the Board may be held without notice  at
such  time  and  place,  either within or without  the  State  of
Nevada, as shall from time to time be determined by the Board.

4.   Special Meetings.
     Special meetings of the Board of Directors may be called  by
the  Chairman  of  the Board, Vice Chairman  of  the  Board,  the
President or any four (4) Directors.  Notice thereof stating  the
place,  date  and  hour of the meeting shall  be  given  to  each
Director  not less than 48 hours before the date of the  meeting,
by  telephone  or  telegram on at least three (3)  hours  notice.
[Amended December 22, 1987]

5.   Place of Meeting.
     The  Board  of Directors may hold its meetings,  regular  or
special, within or without the State of Nevada, at such place  as
is indicated in the notice or waiver of notice thereof.

6.   Election of Officers.
     The  officers  of the corporation shall be  elected  by  the
Board  of  Directors at its first meeting after the  election  of
Directors  each  year.  If any office becomes vacant  during  the
year,  the  Board  of  Directors shall  fill  the  same  for  the
unexpired   term.   The  Board  of  Directors   shall   fix   the
compensation of the officers of the corporation.

7.   Authority.
     The  Board  of  Directors shall have entire  charge  of  the
property,   interests,   business   and   transactions   of   the
corporation, with full power and authority to manage and  conduct
the same; and, subject to the restrictions imposed by law, by the
Certificate  of Incorporation, or by these Bylaws,  may  exercise
all the powers of the corporation.

8.   Compensation.
     Directors  shall  not receive any stated  salary  for  their
services as Directors, but by resolution of the Board a fixed fee
and  expenses of attendance may be allowed for attendance at each

                               6
<PAGE>

meeting.  Nothing herein contained shall be construed to preclude
any  Director from serving the corporation in any other  capacity
as  an  officer,  agent  or otherwise and receiving  compensation
therefor.

9.   Removal of Directors.
     Any   Director  may  be  removed  at  any  time,  upon   the
affirmative vote of the holders of not less than two-thirds (2/3)
of the outstanding voting shares of the corporation, at a special
meeting of stockholders called for such purpose, and the term for
which  any  Director shall be elected shall be  subject  to  this
provision.  [Amended by shareholders April 26, 1988]

10.  Resignations and Filling of Vacancies.
     Any Director may resign at any time.  Such resignation shall
be  made  in writing, and shall take effect at the time specified
therein, and if no time be specified, at the time of its  receipt
by  the  President or Secretary.  The acceptance of a resignation
shall not be necessary to make it effective.

11.  Eligibility of Directors.
     No  director is eligible to continue to serve as a  director
of the corporation who is required under Nevada gaming laws to be
found  suitable  to  serve as a director and  who  is  not  found
suitable or whose finding of suitability is suspended or  revoked
by  Nevada gaming authorities or who is required under New Jersey
gaming laws to be qualified to serve as a director and who is not
found qualified or whose qualification is suspended or revoked by
New  Jersey  gaming  authorities. Such  eligibility  shall  cease
immediately  following  whatever  act  or  event  terminates  the
director's  eligibility under the laws and gaming regulations  of
the States of Nevada or New Jersey.  [Amended August 25, 1987]

     If the office of any Director or Directors becomes vacant by
reason  of  death,  resignation or retirement,  disqualification,
removal  from  office or otherwise, a majority of  the  remaining
Directors, though less than a quorum, shall choose a successor or
successors,  who shall hold office until the next Annual  Meeting
of  Stockholders, at which time election shall be had to elect  a
Director  to serve until the expiration of the term or  terms  of
such  Director  or  Directors  for which  the  vacancy  occurred.
[Amended September 20, 1983, retroactive to August 18, 1983]

12.  Nomination of Directors.
     Only  persons  who  are  nominated in  accordance  with  the
procedures set forth in this Section 12 of Article III  shall  be
eligible  for election as Directors.  Nominations of persons  for
election  to  the  Board of Directors of the Corporation  at  the
Annual Meeting may be made at a meeting of stockholders by or  at
the  direction  of  the  Board  of Directors  by  any  nominating
committee  or person appointed by the Board or by any stockholder
of the Corporation entitled to vote for the election of Directors
at  the meeting who complies with the Notice procedures set forth
in  this Section 12 of Article III. Such nominations, other  than
those  made  by or at the direction of the Board, shall  be  made
pursuant  to  timely notice in writing to the  secretary  of  the
Corporation.   To  be  timely, unless  waived  by  the  Board  of
Directors, no person not already a Director shall be eligible  to
be  elected or to serve as a Director unless such person's notice
of 

                               7
<PAGE>

nomination  shall  be delivered  to or mailed and received at the
principal  executive offices of the Corporation at least  seventy
five   (75)  days  before  initiation  of  solicitation  to   the
stockholders for election in the event of an election other  than
at  an  Annual  Meeting  and seventy five (75)  days  before  the
corresponding date that had been the record date for the previous
year's  Annual Meeting or seventy five (75) days before the  date
of  the  next  Annual Meeting of shareholders  announced  in  the
previous year's proxy materials in the event of an election at an
Annual  Meeting.  To be timely, a stockholder's notice  shall  be
delivered  to  or mailed and received at the principal  executive
offices  of the Corporation not less than seventy five (75)  days
nor  more  than ninety (90) days prior to the meeting;  provided,
however,  that  in  the event that less than  ninety  (90)  days'
notice  or prior public disclosure of the date of the meeting  is
given  or made to stockholders, notice by the stockholder  to  be
timely  must be so received not later than the close of  business
on  the  15th day following the day on which such notice  of  the
date  of  the  meeting was mailed or such public  disclosure  was
made,  whichever first occurs.  such stockholder's notice to  the
Secretary  shall  set  forth  (a) as  to  each  person  whom  the
stockholder proposes to nominate for election or reelection as  a
Director, (i) the name, age, business address, residence  address
of the person, (ii) the principal occupation or employment of the
person, (iii) the class and number of shares of capital stock  of
the  Corporation which are beneficially owned by the person, (iv)
a  description of all arrangements or understandings between  the
stockholder  and  each nominee and any other  person  or  persons
(naming  such person or persons) pursuant to which the nomination
or  nominations are to be made by the stockholder,  and  (b)  any
other  information relating to the person that is required to  be
disclosed  in solicitations for proxies for election of Directors
pursuant  to Rule 14a under the securities Exchange Act of  1934,
as  amended (vi) the consent of such nominee to serve as Director
of  the  Corporation, if he is so elected;  and  (b)  as  to  the
stockholder giving the notice, (i) the name and record address of
stockholder, and (ii) the class and number of shares  of  capital
stock  of  the  Corporation which are beneficially owned  by  the
stockholder.  The Corporation may require any proposed nominee to
furnish  such other information as may reasonably be required  by
the  Corporation  to determine the eligibility of  such  proposed
nominee to serve as Director of the Corporation.  No person shall
be  eligible for election as a Director of the Corporation unless
nominated in accordance with the procedures set forth herein.

     The  Chairman  of the meeting shall, if the  facts  warrant,
determine  and declare to the meeting that a nomination  was  not
made in accordance with the foregoing procedure, and if he should
so  determine,  he  shall  so declare  to  the  meeting  and  the
defective nomination shall be disregarded.  [Amended December 22,
1987]

                           ARTICLE IV
                           COMMITTEES
                                
1.   Executive Committee.
     The Board of Directors may appoint from among its members an
Executive  Committee of not less than two members,  one  of  whom
shall be the President and shall designate one of such members as
Chairman.   The  Board may also designate  one  or  more  of  its
members  as  alternates to serve as a member or  members  of  the
Executive  Committee  in  the absence  of  a  regular  member  or

                                8
<PAGE>

members.   The  Board of Directors reserves to itself  alone  the
power   to   declare   dividends,  issue  stock,   recommend   to
stockholders  any  action requiring their  approval,  change  the
membership of any committee at any time, fill vacancies  therein,
and  discharge any committee either with or without cause at  any
time.   Subject  to  the  foregoing  limitations,  the  Executive
Committee  shall  possess and exercise all other  powers  of  the
Board of Directors during the intervals between meetings.

2.   Other Committees.
     The  Board of Directors may also appoint from among its  own
members  such other committees as the Board may determine,  which
shall  in  each case consist of not less than two directors,  and
which  shall  have such powers and duties as shall from  time  to
time be prescribed by the Board.  The President shall be a member
ex officio of such committee appointed by the Board of Directors.

3.   Rules of Procedure.
     A majority of the members of any committee may fix its rules
of  procedure.  All action by any committee shall be reported  to
the  Board  of Directors at a meeting succeeding such action  and
shall  be  subject to revision, alteration and  approval  by  the
Board  of  Directors; provided that no rights or  acts  of  third
parties shall be affected by any such revision or alteration.

     [Article IV amended in its entirety October 20, 1970]

                            ARTICLE V
                OFFICERS AND DEFINITION OF DUTIES
                                
1.   Officers.
          (a)  The  general  officers  of  the  corporation shall 
consist  of a  Chairman  and  a  Vice-Chairman of  the  Board  of  
Directors, a President,  one or more Vice-Presidents, a Secretary 
and one or  more  Assistant  Secretaries,  a Treasurer and one or 
more Assistant Treasurers, and  such  other  officers as may from 
time to time be elected  or  appointed by the Board.  Any two  or  
more of said offices  may  be held by the same person, except the  
offices of Chairman  and Vice-Chairman of the Board of  Directors  
and the offices of President and Secretary.   All officers  shall  
be subject to removal or suspension at any time by the affirmative
vote  of  at  least  a majority of the entire Board of  Directors.
[Amended October 20, 1970]

          (b)  The  Board of Directors at its first meeting after 
each annual meeting of stockholders shall choose a Chairman and a 
Vice-Chairman  of  the Board of Directors from among its  number,  
and shall also  choose  a President, one or more Vice-Presidents,  
a Secretary and a Treasurer, none of whom need be a member of the
Board of Directors.  [Amended October 20, 1970]

          (c)  The Board may  appoint  such  other  officers  and 
agents as it shall  deem necessary,  who shall hold their offices 
for such  terms and  shall  exercise such powers and perform such 
duties as  shall be determined from time to time by the Board.

                                9
<PAGE>

          (d)  The  salaries  of all  officers and agents of the 
corporation shall be fixed by the Board of Directors.

          (e)  Any officer  may  resign  at  any  time by  giving 
written notice to  the  Board of Directors  or to the Chairman of 
the Board or  to the  President.  Any such resignation shall take  
effect  at  the date  of  receipt of such notice, or at any later 
time  specified therein;  and unless otherwise specified therein, 
the acceptance of such resignation shall not be necessary to make 
it effective.

     A  vacancy  in  any  office because of  death,  resignation,
removal, disqualification or any other cause, shall be filled for
the  unexpired  portion of the term in the manner  prescribed  by
these Bylaws for regular election or appointment to such office.

2.   Chairman and Vice-Chairman of the Board.
          (a)  The  Chairman  of the  Board shall  preside at all 
meetings of the  stockholders  of  the  corporation  and  of  the  
Board   of  Directors,  and shall be responsible to the Board for 
presentation  at   each  Board   meeting  of  proper  informative  
reports  by  the President,  the  Treasurer,  the  Secretary, the  
Chairman  of  the  Executive  Committee,  and the Chairman of any 
special  committee of the  Board.   He  shall  be responsible for 
presentation of any proposed changes in the major policies of the 
corporation to  the  Board  of  Directors  for  action.  He shall 
appoint,  subject  to  the approval of the Board of Directors, or 
recommend to the Board for appointment, all members of committees 
of the Board of Directors.

          He shall have authority to  sign  contracts  and  other
documents  within  the  ordinary  scope  of  the  business or  as 
specifically  authorized  by  the  Board  of  Directors  or   the
Executive Committee.

          He  may, by mutual agreement with the President, assume
additional  specific  executive duties, and such  agreement  when
made  shall continue during the term of their respective  offices
unless such agreement is dissolved by mutual consent.

          (b)  The  Vice-Chairman  of  the  Board  shall,  in the 
absence or  disability  of the  Chairman,  perform the duties and 
exercise  the  powers  of  the  Chairman, and shall  perform such 
other duties  as the Board of Directors shall prescribe.

3.   Chairman of the Executive Committee.
     The Chairman of the Executive Committee shall preside at all
meetings of the Executive Committee and shall perform such duties
as  may be prescribed from time to time by the Board of Directors
or by the Bylaws.  [Amended October 20, 1970]

4.   The President.
     The  President shall have the general powers and  duties  of
supervision  and  management usually vested in the  office  of  a
president  of  a  corporation.  He shall carry  into  effect  all
orders  and  resolutions  of the Board of  Directors  or  of  the
Executive  Committee.   He shall have authority  to  execute  all
contracts  and other documents within the ordinary scope  of  the
business  or as specifically authorized by the Board of Directors
or  by  the Executive Committee.  He shall also submit a complete
and  detailed report of the operations of the corporation for its
fiscal  or calendar 

                               10
<PAGE>

year, and this report shall also be submitted to the stockholders 
at their annual meeting.  The President shall also from  time  to 
time report to the Board  of  Directors  all matters  within  his  
knowledge  which  the  interests of the corporation  may  require 
to  be  brought  to  its  notice.   [Amended  September 20, 1983, 
retroactive to August 18, 1983]

5.   The Chief Executive Officer.
     The Chief Executive Officer shall be the chief policy-making
officer  of  the corporation and shall be the supreme officer  of
the  corporation in the general supervision, direction and active
management  of the business of the corporation.  [Amended  Septem
ber 20, 1983, retroactive to August 18, 1983]

6.   The Chief Operating Officer.
     The  Chief  Operating Officer shall be the  officer  of  the
corporation charged with supervision and management of the  daily
operations  of the corporation in support of the Chief  Executive
Officer.  [Amended September 20, 1983, retroactive to August  18,
1983]

7.   The Vice-Presidents.
     Each  Vice-President shall perform such duties and have such
powers and designations as may from time to time be prescribed by
the Board of Directors or be delegated to him by the President.

     One  or more Vice-Presidents may be designated "Senior Vice-
President."

     One  or  more  Vice-Presidents may be designated  "Executive
Vice-President."

     One   Vice-President  may  be  designated   "Vice-President/
Finance."  The  Vice-President/Finance  shall  be  in  charge  of
finances,  securities, accounting and claims, with administrative
supervision and control over the Secretary and the Treasurer  and
their departments.  [Amended May 17, 1990]

8.   The Secretary and Assistant Secretaries.
     The Secretary shall attend all sessions of the Board and all
meetings of the stockholders and record all votes and the minutes
of  all  proceedings in a book to be kept for that  purpose,  and
shall  perform  like  duties  for the  standing  committees  when
required.   He  shall give, or cause to be given, notice  of  all
meetings of the stockholders and special meetings of the Board of
Directors,  and  shall  perform  such  other  duties  as  may  be
prescribed  by  the  Board of Directors or the  President,  under
whose supervision he shall be.  He shall keep in safe custody the
seal  of the corporation and, when authorized by the Board, affix
the same to any instrument requiring it and, when so affixed,  it
shall  be  attested by his signature or by the signature  of  the
Treasurer or an Assistant Secretary.

     The   Assistant  Secretaries  shall,  in  the   absence   or
disability of the Secretary, perform the duties and exercise  the
powers  of the Secretary, and shall perform such other duties  as
the Board of Directors shall prescribe.

                               11   
<PAGE>                               

9.   The Treasurer and Assistant Treasurers.
     The  Treasurer shall have the custody of the corporate funds
and  securities  and  shall keep full and  accurate  accounts  of
receipts and disbursements in books belonging to the corporation,
and  shall deposit all moneys and other valuable effects  in  the
name and to the credit of the corporation in such depositories as
may be designated by the Board of Directors.

     He  shall  disburse the funds of the corporation as  may  be
ordered  by  the  Board,  taking proper  vouchers  for  such  dis
bursements,  and shall render to the President and Directors,  at
the  regular  meetings of the Board or whenever they may  require
it,  an  account of all his transactions as Treasurer and of  the
financial condition of the corporation.

     If  required  by the Board of Directors, he shall  give  the
corporation a bond (which shall be renewed each year) in such sum
and  with such surety or sureties as shall be satisfactory to the
Board  for  the faithful performance of the duties of his  office
and for the restoration to the corporation, in case of his death,
resignation,  retirement or removal from office,  of  all  books,
papers,  vouchers, money and other property of whatever  kind  in
his possession or under his control belonging to the corporation.

     The Assistant Treasurers shall, in the absence or disability
of  the Treasurer, perform the duties and exercise the powers  of
the Treasurer and shall perform such other duties as the Board of
Directors shall prescribe.

                           ARTICLE VI
                              STOCK
                                
1.   Certificates of Stock.
     The  certificates  of  stock of  the  corporation  shall  be
numbered and shall be entered in the books of the corporation  as
they are issued.  They shall exhibit the holder's name and number
of  shares  and  shall  be signed by the  President  or  a  Vice-
President  and  the Treasurer or an Assistant  Treasurer  or  the
Secretary   or   an   Assistant  Secretary.   The   designations,
preferences  and  relative,  participating,  optional  or   other
special  rights of each class of stock or series thereof and  the
qualifications,  limitations or restrictions of such  preferences
and/or  rights  shall be set forth in full or summarized  on  the
face  or  back  of  the certificates which the corporation  shall
issue  to represent such class or series of stock.  The signature
of  any  officer authorized to sign certificates of stock of  the
corporation  may  be by a facsimile thereof in  such  method  and
under  such  circumstances as may be approved  by  the  Board  of
Directors from time to time.  If any stock certificate is  signed
by  a transfer agent or an assistant transfer agent or a transfer
clerk  acting on behalf of the corporation, and a registrar,  the
signature of any such officer may be by a facsimile.

2.   Transfer of Stock.
     Upon  surrender to the corporation or to the transfer  agent
of  the corporation of a certificate for shares duly endorsed  or
accompanied  by  proper  evidence of  succession,  assignment  or

                               12
<PAGE>

authority to transfer, it shall be the duty of the corporation to
issue  a  new certificate to the person entitled thereto,  cancel
the old certificate and record the transaction upon its books.

3.   Record Date.
     The  Board  of  Directors may fix  in  advance  a  date  not
exceeding 60 days nor less than 10 days preceding the date of any
meeting  of  stockholders, or the date for  the  payment  of  any
dividend,  or the date for the allotment of rights, or  the  date
when  any change or conversion or exchange of capital stock shall
go  into  effect, as a record date for the determination  of  the
stockholders  entitled  to notice of and  to  vote  at  any  such
meeting,  and  any  adjournment thereof, or entitled  to  receive
payment   of   any  such  dividend,  and  in  such   case,   such
stockholders, and only such stockholders as shall be stockholders
of  record  on the date so fixed, shall be entitled to notice  of
and  to vote at such meeting, or any adjournment thereof,  or  to
receive payment of such dividend, or to receive such allotment of
rights,  or to exercise such rights, notwithstanding any transfer
of  any  stock  on the books of the corporation  after  any  such
record date fixed as aforesaid.  [Amended October 5, 1995]

4.   Registered Stockholders.
     The  corporation shall be entitled to treat  the  holder  of
record  of  any  share or shares of stock 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 or not it shall have  express  or
other notice thereof, except as otherwise provided by the laws of
Nevada.

5.   Lost Certificates.
     The  Board  of  Directors may direct a  new  certificate  or
certificates  to  be  issued  in  place  of  any  certificate  or
certificates  theretofore issued by the  corporation  alleged  to
have  been lost or destroyed, upon the making of an affidavit  of
that  fact by the person claiming the certificate or certificates
of stock to be lost or destroyed.  When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in
its  discretion  and  as a condition precedent  to  the  issuance
thereof,  require the owner of such lost or destroyed certificate
or  certificates, 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 as it may direct  as  indemnity
against  any claim that may be made against the corporation  with
respect  to the certificate or certificates alleged to have  been
lost or destroyed.

6.   Dividends.
     Dividends upon the capital stock of the corporation, subject
to  the  provisions of the Certificate of Incorporation, if  any,
may  be  declared  by the Board of Directors at  any  regular  or
special meeting, pursuant to law.  Dividends may be paid in cash,
in  property, or in shares of the capital stock, subject  to  the
provisions of the Certificate of Incorporation.

     Before  payment of any dividend, there may be set aside  out
of  any funds of the corporation available for dividends such sum
or  sums  as  the Directors from time to time, in their  absolute
discretion, think 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 

                               13
<PAGE>

purpose as the Directors shall think conducive  to  the  interest   
of the corporation, and the  Directors may modify or abolish  any  
such reserve in the manner in which it was created.

                           ARTICLE VII
                          MISCELLANEOUS
                                
1.   Corporate Seal.
     The corporate seal shall have inscribed thereon the name  of
the  corporation, and the words "Corporate Seal,  Nevada".   Said
seal  may  be  used by causing it or a facsimile  thereof  to  be
impressed or affixed or reproduced or otherwise.

2.   Fiscal Year.
     The fiscal year of the corporation shall commence January  1
and end December 31 next following.  [Amended August 25, 1987]

3.   Checks, Drafts, Notes.
     All checks, drafts or other orders for the payment of money,
notes  or other evidences of indebtedness issued in the  name  of
the  corporation shall be signed by such officer or officers,  or
agent  or agents of the corporation, and in such manner, as shall
from  time  to time be determined by resolution of the  Board  of
Directors.

4.   Control of Stock and Securities.
     All  shares  of  stock, bonds, obligations, certificates  of
indebtedness   and  other  securities  of  any   corporation   or
association   owned  by  the  corporation  shall,   so   far   as
practicable,  or  unless  otherwise  ordered  by  the  Board   of
Directors  or  the Executive Committee thereof, be registered  in
the  name  of  the  corporation, and  shall  be  kept  with  such
depository  as the Board of Directors or the Executive  Committee
thereof may from time to time designate.

     The  Treasurer or an Assistant Treasurer of the  corporation
shall  be  authorized to collect and receive  on  behalf  of  the
corporation all money dividends paid on shares of stock owned  by
it,  and  all  moneys  becoming due,  whether  for  principal  or
interest,   upon   all   bonds,  obligations,   certificates   of
indebtedness,  or other securities owned by the corporation,  and
shall  deposit  all  amounts so collected to the  credit  of  the
corporation in depositories designated by the Board of  Directors
or  the  Executive Committee thereof, and shall make such reports
and  statements from time to time as may be required by the Board
of Directors, the Executive Committee or the President.

     The right to vote upon shares of stock at any time owned  by
the  corporation or in any other way to exercise  the  rights  of
ownership  of  or  in respect to any such shares,  or  of  or  in
respect  to  any bonds, obligations, certificates of indebtedness
or  other securities owned by the corporation (except to  collect
and  receive  money dividends upon stock and moneys becoming  due
upon  bonds, obligations, certificates of indebtedness  or  other
securities)  is vested exclusively in the Board of  Directors  or
the  Executive  Committee thereof, their nominees or  appointees,
and  

                               14
<PAGE>

shall  be  exercised  only  pursuant  to  resolutions adopted  by
the  Board  or  by the Executive Committee or by some  person  or
persons  designated by like resolutions.  Provided  always,  that
nothing herein shall be deemed or construed to impair the  normal
and  regular course of business in respect of such stock,  bonds,
issues,   securities,  trust  receipts  or  other   evidence   of
indebtedness as authorized in the Certificate of Incorporation.

5.   Notice and Waiver of Notice.
     Whenever any notice is required by these Bylaws to be  given
it  shall  not  be  deemed or construed to mean  personal  notice
unless  expressly  stated; and any notice so  required  shall  be
deemed  to be delivered when deposited in the United States  mail
in  a sealed envelope addressed to the stockholder at his address
as shown on the records of the corporation, with postage prepaid.
Any  notice required to be given under these Bylaws may be waived
by  the  person entitled thereto.  Stockholders not  entitled  to
vote  shall  not  be entitled to receive notice of  any  meetings
except  as  otherwise  provided by statute.   No  failure  of  or
irregularity  of  notice  of any annual meeting  of  stockholders
shall invalidate such meeting or any proceeding thereat.

6.   Disqualified Security Holders.
     Pursuant to the requirements of Section 82(d)(7) of the  New
Jersey  Casino Control Act (N.J.S.A. 5:12-82(d)(7)) (the  "Act"),
if this corporation becomes, and so long as it remains, either  a
holding  company or intermediary company as to the  holder  of  a
casino licensee, all securities of this corporation shall be held
subject to the condition that if a holder thereof is found to  be
disqualified by the New Jersey Casino Control Commission pursuant
to  the  Act, such holder shall dispose of his interest  in  this
corporation.  [Amended March 19, 1985]

7.   Liability for Gaming License Fees and Investigation Costs.
     In  the  event that any person or entity is required by  the
New Jersey Casino Control Commission ("New Jersey Commission") to
be  found qualified pursuant to the New Jersey Casino Control Act
(the  "New  Jersey  Act") or by the Nevada Gaming  Commission  or
Nevada   Gaming   Control   Board   (collectively   the   "Nevada
Commission")  pursuant to the Nevada Gaming Control Act  ("Nevada
Act")  by  virtue  of  his,  her or its beneficial  ownership  of
securities of the Company, such person or entity shall  indemnify
the Company against all license fees, investigation costs and all
expenses  and  charges related thereto, which are billed  to  the
Company  or  any  of its affiliates or subsidiaries  by  the  New
Jersey Commission or New Jersey Division of Gaming Enforcement or
Nevada  Commission  on  account of the  processing  and/or  inves
tigation  of  the  application of  such  person  or  entity  (and
individuals  or  affiliates  associated  therewith)   for   quali
fication, suitability or licensing.  The required sums  shall  be
paid to the Company (or directly to the New Jersey Commission  or
Nevada  Commission,  or  both  at the  Company's  option)  within
fifteen  days  of  demand  by the Company.   The  requirement  of
indemnification  shall  not  apply to  natural  persons  who  are
officers, directors or key employees of the Company at  the  time
the  New  Jersey  Commission  or the Nevada  Commission  or  both
determines that qualification, suitability or licensing  of  said
person  as  a  security  holder is  required,  so  long  as  such
officers,  directors or key employees of the Company continue  to
serve in such position and capacity.  [Amended December 22, 1987]

                               15
<PAGE>

                          ARTICLE VIII
                         INDEMNIFICATION
                                
     [Amended May 26, 1992]

1.   Power  to  Indemnify  in Actions, Suits or Proceedings Other
     Than Those by or in the Right of the Corporation.
     Subject  to  Section 3 of this Article VIII, the Corporation
shall indemnify any person who was or is a party or is threatened
to  be  made  a  party  to any threatened, pending  or  completed
action,  suit  or  proceeding, whether civil,  criminal,  adminis
trative or investigative (except an action by or in the right  of
the  Corporation)  by reason of the fact that  he  is  or  was  a
director,  officer, legal spouse (whether such status is  derived
by  reason  of  statutory law, common law  or  otherwise  of  any
applicable  jurisdiction) of a director or officer,  employee  or
agent of the Corporation, or is or was serving at the request  of
the  Corporation  as  a  director, officer (including  the  legal
spouse of such director or officer), employee or agent of another
corporation,   partnership,  joint  venture,   trust   or   other
enterprise,   against  expenses  (including   attorneys'   fees),
judgments,  fines  and  amounts paid in settlement  actually  and
reasonably  incurred by him in connection with such action,  suit
or  proceeding  if  he acted in good faith and  in  a  manner  he
reasonably believed to be in or not opposed to the best interests
of  the Corporation, and, with respect to any criminal action  or
proceeding,  had no reasonable cause to believe his  conduct  was
unlawful.   The termination of any action, suit or proceeding  by
judgment, order, settlement, conviction, or upon a plea  of  NOLO
CONTENDERE  or  its equivalent, shall not, of  itself,  create  a
presumption that the person did not act in good faith  and  in  a
manner  which he reasonably believed to be in or not  opposed  to
the best interests of the Corporation, and that, with respect  to
any  criminal  action or proceeding, he had reasonable  cause  to
believe that his conduct was unlawful.  The indemnification of  a
legal  spouse  of a director or officer shall not extend  to  any
claim  for any actual or alleged wrongful act of the spouse,  but
shall apply only to actual or alleged wrongful acts of a director
or officer as provided in this Article VIII.

2.   Power to Indemnify in Actions, Suits or Proceedings by or in
     the Right of the Corporation.
     Subject  to  Section 3 of this Article VIII, the Corporation
shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action
or  suit  by  or  in the right of the Corporation  to  procure  a
judgment in its favor by reason of the fact that he is or  was  a
director,  officer,  legal  spouse  of  a  director  or  officer,
employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer (including  the
legal  spouse of such officer or director), employee or agent  of
another  corporation, partnership, joint venture, trust or  other
enterprise against expenses (including attorneys' fees)  actually
and reasonably incurred by him in connection with the defense  or
settlement of such action or suit if he acted in good  faith  and
in  a manner which he reasonably believed to be in or not opposed
to  the best interests of the Corporation; but no indemnification
shall  be  made in respect of any claim, issue or  matter  as  to
which  such  person shall have been adjudged  to  be  liable  for
negligence  or misconduct in the performance of his duty  to  the
Corporation unless and only to the extent that the court in which
such  action or suit was brought 

                               16
<PAGE>

shall determine upon application  that,  despite the adjudication 
of liability but in view  of  all the circumstances of the  case,  
such  person  is  fairly and reasonably entitled to indemnity for 
such   expenses   as   the   court   shall   deem   proper.   The 
indemnification of a legal spouse  of a director or officer shall 
not extend to any claim for any  actual or  alleged  wrongful act 
of  the  spouse,  but  shall  apply  only  to actual  or  alleged  
wrongful  acts of a director  or  officer  as  provided  in  this 
Article VIII.

3.   Authorization of Indemnification.
     Any  indemnification under this Article VIII (unless ordered
by  a  court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of
the  director,  officer, legal spouse of a director  or  officer,
employee or agent is proper in the circumstances because  he  has
met the applicable standard of conduct set forth in Section 1  or
Section  2  of  this  Article VIII, as the  case  may  be.   Such
determination shall be made (i) by the stockholders, (ii) by  the
Board  of Directors by a majority vote of a quorum consisting  of
directors  who were not parties to such act, suit or  proceeding,
(iii)  if such a quorum of disinterested directors so orders,  or
(iv)  if  such  a  quorum of disinterested  directors  cannot  be
obtained, by independent legal counsel in a written opinion.   To
the  extent, however, that a director, officer, employee or agent
of the Corporation has been successful on the merits or otherwise
in  defense of any action, suit or proceeding described above, or
in  defense  of any claim, issue or matter therein, he (including
the   legal  spouse  of  such  director  or  officer)  shall   be
indemnified  by  the  Corporation  against  expenses   (including
attorneys'  fees)  actually and reasonably  incurred  by  him  in
connection   with   such  defense,  without  the   necessity   of
authorization in the specific case.

4.   Good Faith Defined.
     For  purposes of any determination under Section 3  of  this
Article  VIII,  a person shall be deemed to have  acted  in  good
faith  and  in a manner he reasonably believed to be  in  or  not
opposed  to  the  best  interests of the  Corporation,  or,  with
respect  to  any criminal action or proceeding, to  have  had  no
reasonable  cause  to believe his conduct was  unlawful,  if  his
action  is  based  on  the records or books  of  account  of  the
Corporation or another enterprise, or on information supplied  to
him  by the officers of the Corporation or another enterprise  in
the course of their duties, or on the advice of legal counsel for
the  Corporation  or  another enterprise  or  on  information  or
records  given  or  reports made to the  Corporation  or  another
enterprise by an independent certified public accountant or by an
appraiser  or other expert selected with reasonable care  by  the
Corporation or another enterprise.  The term "another enterprise"
as used in this Section 4 shall mean any other corporation or any
partnership,  joint venture, trust or other enterprise  of  which
such  person  is or was serving at the request of the Corporation
as  a  director, officer, employee or agent.  The  provisions  of
this Section 4 shall not be deemed to be exclusive or to limit in
any way the circumstances in which a person may be deemed to have
met the applicable standard of conduct set forth in Sections 1 or
2 of this Article VIII, as the case may be.

5.   Indemnification by a Court.
     Notwithstanding any contrary determination in  the  specific
case  under  Section 3 of this Article VIII, and  notwithstanding
the  absence  of  any  determination  thereunder,  any  director,
officer, legal spouse of a director or officer, employee or agent
may apply to any court of 

                               17
<PAGE>

competent jurisdiction in the State of Nevada for indemnification 
to the extent  otherwise  permissible  under  Sections 1 and 2 of 
this Article VIII.  The basis of  such indemnification by a court 
shall be a determination  by such court that  indemnification  of 
the director, officer, legal spouse of  a  director  or  officer,  
employee  or  agent  is  proper  in   the  circumstances  because  
he has met the  applicable  standards  of  conduct  set  forth in 
Sections 1 or 2 of  this  Article  VIII,  as  the  case  may  be.   
Notice  of any application  for indemnification pursuant to  this  
Section 5 shall  be  given to  the  Corporation promptly upon the 
filing of such application.

6.   Expenses Payable in Advance.
     Expenses  incurred in defending a civil or criminal  action,
suit  or proceeding may be paid by the Corporation in advance  of
the  final  disposition  of such action, suit  or  proceeding  as
authorized  by the Board of Directors in the specific  case  upon
receipt  of  an  undertaking by or on  behalf  of  the  director,
officer, legal spouse of a director or officer, employee or agent
to  repay  such  amount unless it shall ultimately be  determined
that  he  is  entitled to be indemnified by  the  Corporation  as
authorized in this Article VIII.

7.   Non-exclusivity and Survival of Indemnification.
     The  indemnification provided by this Article VIII shall not
be deemed exclusive of any other rights to which a person seeking
indemnification  may  be entitled under any  agreement,  vote  of
stockholders or disinterested directors or otherwise, both as  to
action  in  his  official capacity and as to  action  in  another
capacity  while holding such office, it being the policy  of  the
Corporation  that  indemnification of the  persons  specified  in
Sections  1  and  2 of this Article VIII shall  be  made  to  the
fullest  extent permitted by law.  The provisions of this Article
VIII  shall not be deemed to preclude the indemnification of  any
person  who  is not specified in Sections 1 or 2 of this  Article
VIII  but  whom  the Corporation has the power or  obligation  to
indemnify under the provisions of the General Corporation Law  of
the  State of Nevada, or otherwise.  The indemnification provided
by this Article VIII shall continue as to a person who has ceased
to  be  a  director, officer (including the legal spouse of  such
director  or officer), employee or agent and shall inure  to  the
benefit  of  the  heirs,  executors and  administrators  of  such
person.

8.   Insurance.
     The  Corporation  may  purchase and  maintain  insurance  on
behalf  of  any  person who is or was a director, officer,  legal
spouse  of  a  director  or officer, employee  or  agent  of  the
Corporation,  or  is  or  was  serving  at  the  request  of  the
Corporation as a director, officer (including the legal spouse of
such   director  or  officer),  employee  or  agent  of   another
corporation,   partnership,  joint  venture,   trust   or   other
enterprise  against  any  liability  asserted  against  him   and
incurred  by  him  in any such capacity, or arising  out  of  his
status  as  such, whether or not the Corporation would  have  the
power  or  the obligation to indemnify him against such liability
under the provisions of this Article VIII.

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<PAGE>                           

                           ARTICLE IX
                       AMENDMENT OF BYLAWS
                                
     1.   These Bylaws may be  amended,  repealed  or altered, in 
whole or  in  part,  at  any  regular  meeting  of  the  Board of 
Directors  or at  any  special meeting, provided the substance of 
the  proposed amendment or  amendments shall have been stated  in  
the  notice thereof,  by  a majority of the Board of Directors at  
such  duly constituted meeting.

     2.   The  Bylaws  may  be  amended,  repealed or altered, in 
whole or in part, upon the affirmative vote of the holders of not  
less  than  two-thirds  (2/3) of the outstanding voting shares of 
the corporation.  [Amended by shareholders April 26, 1988]

     * * * * *

     The  undersigned as Secretary does hereby certify  that  the
foregoing  is a true and correct copy of the Restated  Bylaws  of
Showboat,  Inc. as amended at a regular meeting of the  Board  of
Directors held on the 5th day of October, 1995.

     DATED this 24th day of October, 1995.



                              SHOWBOAT, INC.
                                                            
                              By /s/ H. Gregory Nasky
                              H. Gregory Nasky
                              Its Secretary


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