EXHIBIT 3.1

                    ARTICLES OF INCORPORATION

                               OF

                       CORRAL UNITED, INC.




KNOW ALL MEN BY THESE PRESENTS:

          That the undersigned do hereby associate themselves
into a corporation, under and by virtue of the Nevada Revised
Statutes, Title 7, Chapter 78, as amended, and do hereby certify
and adopt the following Articles of Incorporation:

                           ARTICLE I
                           _________

          The name of the corporation is CORRAL UNITED, INC.

                           ARTICLE II
                           __________

          The location of the principal office of the corporation
in the State of Nevada is 241 Ridge Street, Reno, Nevada. Branch
offices may hereafter be established at such other place or
places, either within or without the State of Nevada as may be
determined from time to time by the Board of Directors.

                           ARTICLE III
                           ___________

          The purpose for which said corporation is formed is to
engage in any lawful activity.

                           ARTICLE IV
                           __________

          The amount of the authorized capital stock of this
corporation is 25,000,000 shares with $.001 par value.

          Any and all shares of stock of this corporation of any
class shall be paid in as the Board of Directors may designate
and as provided by law, in cash, real or personal property,
option to purchase, or any other valuable right or thing, for the
uses and purposes of the corporation, and said shares of stock
when issued in exchange therefor shall thereupon and thereby
become and be fully paid, the same as though paid for in cash,
and shall be nonasssessable forever, and the judgment of the Board
of Directors of the corporation concerning the value of the
property, right or thing, acquired in purchase or exchange for
capital stock shall be conclusive. No stockholder shall have any
pre-emtive rights.


                           ARTICLE V
                           _________

          Members of the governing board shall be known as
"Directors," and the number thereof shall not be less than three
(3) nor more than nine (9), the exact number to be fixed by the
Board of Directors of the corporation, provided that the number
so fixed by the Directors may be increased or decreased from time
to time.

                           ARTICLE VI
                           __________

          The names and addresses of the first Board of Directors
of the corporation, which are three (3), are as follows:

                      Linda B. Eller
                      955 Eden Court
                      Reno, Nevada 89509

                      Betty E. Presley
                      2230 Roundhouse Road
                      Sparks, Nevada 89431

                      Shirley Littlejohns
                      435 Emerson Way
                      Sparks, Nevada 89431

                           ARTICLE VII
                           ___________

          The stock of this corporation, after the amount of the
subscription price, or par value has been fully paid in, shall be
nonassessable forever, and shall not be subject to pay the debts
of the corporation.

                           ARTICLE VIII
                           ____________

          The names and addresses of the subscribers signing
these Articles of Incorporation are as follows:

                      Linda E. Eller
                      955 Eden Court
                      Reno, Nevada 89509

                      Betty E. Presley
                      2230 Roundhouse Road
                      Sparks, Nevada 89431

                      Shirley Littlejohns
                      435 Emerson Way
                      Sparks, Nevada 89431


                           ARTICLE IX
                           __________

          The corporation is to have perpetual existence.

                           ARTICLE X
                           _________

          A resolution, in writing, signed by all of the members
of the Board of Directors of the corporation, shall be and
constitute action by the Board of Directors to the effect therein
expressed with the same force and effect as though such
resolution has been passed at a duly convened meeting, and it
shall be the duty of the Secretary to record every such
resolution in the Minute Book of the corporation under its proper
date.

                            ARTICLE XI
                            __________

          The Directors shall have the power to make and alter
the By-laws of the corporation. By-laws so made by the Directors
under the power so conferred may be altered, amended or repealed
by the Directors or by the Stockholders at any meeting called and
held for that purpose.

          IN WITNESS WHEREOF, we have hereunto set our hands and
executed these Articles of Incorporation this 4 day of June,
1980.

                                   /s/ Linda B. Eller
                                   _____________________________
                                   Linda B. Eller

                                   /s/ Betty E. Presley
                                   _____________________________
                                   Betty E. Presley

                                   /s/ Shirley Littlejohns
                                   _____________________________
                                   Shirley Littlejohns

STATE OF NEVADA  )
                 )  ss.
COUNTY OF WASHOE )

          On this 4 day of June, 1980, personally appeared before
the undersigned, a Notary Public in and for the County of Washoe,
State of Nevada, Linda B. Eller, Betty E. Presley, and Shirley
Littlejohns, known to me to be the persons described in and who
executed the foregoing instrument freely and voluntarily and for
the uses and purposes therein mentioned.

          IN WITNESS WHEREOF, I have hereunder set my hand and
affixed my official seal the day and year in this certificate
first above written.

                                  /s/ Julia Braly
                                  _____________________________
                                  Notary Public

<PAGE>
                   CERTIFICATE OF AMENDMENT OF

                    ARTICLES OF INCORPORATION

                               OF

                      CORRAL UNITED, INC.

          The undersigned hereby certify as follows:

          1.  That they are the original incorporators of CORRAL
UNITED, INC.

          2.  That the Articles of Incorporation were filed in
the Office of the Secretary of State, State of Nevada, on the
11th day of June, 1980.

          3.  That as of the date of this certificate, no part of
the capital of the corporation has been paid.

          4.  That at a meeting of the officers and directors of
said corporation duly held at 241 Ridge Street, Suite 440, Reno,
Nevada, on June 15, 1980, the following resolution was
unanimously adopted:

         That the Articles of Incorporation shall be, and hereby
are, amended to read as follows:

                            ARTICLE I
                            _________

          "The name of the corporation is JACKPOT, INC."

                            ARTICLE IV
                            __________

          "The amount of the authorized capital stock of this
corporation is 15,000,000 shares with a par value of $.01 per
share."

          "Any and all shares of stock of this corporation of any
class shall be paid in as the Board of Directors may designate
and as provided by law, in cash, real or personal property, option
to purchase, or any other valuable right or thing, for the uses
and purposes of the corporation, and said shares of stock when
issued in exchange therefore shall thereupon and thereby become
and be fully paid, the same as though paid for in cash, and shall
be nonassessable forever and the judgment of the Board of Directors
of the corporation concerning the value of the property, right or
thing, acquired in purchase or exchange for capital stock shall be
conclusive. No stockholder shall have any pre-emptive rights."

          IN WITNESS WHEREOF, the undersigned have executed this
Amendment to Articles of Incorporation this 15th day of June,
1980.

                                  /s/ Shirley Littlejohns
                                  _______________________________
                                  SHIRLEY LITTLEJOHNS

                                  /s/ Linda B. Eller
                                  _______________________________
                                  LINDA B. ELLER

                                  /s/ Betty Presley
                                  _______________________________
                                  BETTY PRESLEY

STATE OF NEVADA,  )
                  )  ss
COUNTY OF WASHOE. )

          On this 15th day of June, 1980, personally appeared
before me, a Notary Public, Shirley Littlejohns, Linda B. Eller
and Betty Presley, who acknowledged that they executed the
foregoing Certificate of Amendment to Articles of Incorporation.

                                  /s/ Sarah Jo Smithson
                                  _______________________________
                                  Notary Public

<PAGE>
                   CERTIFICATE OF AMENDMENT OF

                    ARTICLES OF INCORPORATION

                               OF

                          JACKPOT, INC.

          The undersigned hereby certify as follows:

          1.  That they are the President and Assistant Secretary
of JACKPOT, INC.

          2.  That the sole stockholder of JACKPOT, INC., BRISTOL
GAMING CORPORATION, consented to the adoption of the resolution
below on February 4, 1981.

          3.  That at a meeting of the officers and directors of
said corporation duly held at 241 Ridge Street, Suite 440, Reno,
Nevada, on February 24, 1981, the following resolution was
unanimously adopted:

          That Articles I and IV of the Articles of Incorporation
shall be, and hereby are, amended to read as follows:

                            ARTICLE I
                            _________

          "The name of the corporation is JACKPOT ENTERPRISES,
INC."

                            ARTICLE IV
                            __________

          "The amount of the authorized capital stock of this
corporation is 15,000,000 common shares with a par value of $.01
per share and 1,000,000 preferred shares with a par value of
$1.00 per share."

          "The shares of preferred stock authorized hereby may,
when authorized for issuance by the Board of Directors of this
corporation, be issued in series having such designations,
powers, preferences, rights and limitations, and on such terms
and conditions as the Board of Directors may from time to time
determine including the rights, if any, of the holders thereof
with respect to voting, dividends, redemption, liquidation and
conversion."

          "Any and all shares of stock of this corporation of
any class shall be paid as the Board of Directors may
designate and as provided by law, in cash, real or personal
property, option to purchase or any other valuable right or
thing, for the uses and purposes of the corporation, and said
shares of stock when issued in exchange therefore shall
thereupon and thereby become and be fully paid, the same as
though paid for in cash, and shall be nonassessable forever,
and the judgement of the Board of Directors of the
corporation concerning the value of the property, right or thing,
acquired in purchase or exchange for capital stock shall be
conclusive. No stockholder shall have any pre-emptive rights."

          IN WITNESS WHEREOF, the undersigned have executed this
Amendment to Articles of Incorporation this 25th day of February,
1981.

                           /s/ Neil Rosenstein
                           ___________________________________
                           NEIL ROSENSTEIN, President

                           /s/ Alvin J. Hicks
                           ___________________________________
                           ALVIN J. HICKS, Assistant Secretary

State of Nevada, )
                 )  ss.
County of Clark. )

          On this 5 day of March, 1981, personally appeared
before me, a Notary Public, Neil Rosenstein, as President of the
above corporation, who acknowledged that he executed the
foregoing Certificate of Amendment to Articles of Incorporation.

                           /s/ Lillian Schneider
                           ___________________________________
                           Notary Public

State of Nevada.  )
                  )  ss.
County of Washoe. )

          On this 25 day of February, 1981, personally appeared
before me, a Notary Public, Alvin J. Hicks, as Assistant
Secretary of the above corporation, who acknowledged that he
executed the foregoing Certificate of Amendment to Articles of
Incorporation.

                           /s/ Sarah Jo Smithson
                           ___________________________________
                           Notary Public

<PAGE>
                   CERTIFICATE OF AMENDMENT TO

                  ARTICLES OF INCORPORATION OF

                    JACKPOT ENTERPRISES, INC

          The undersigned hereby certify as follows:

     1.  That they are the President and Secretary of JACKPOT
ENTERPRISES, INC.

     2.  That the Articles of Incorporation were filed in
the Office of the Secretary of State of the State of Nevada on
the 11th day of June, 1980, and in the Office of the Washoe
County Clerk on the 17th day of July, 1980; and Certificates of
Amendment to Articles of Incorporation were filed on July 29,
1980 and  March 25, 1981.

     3.  That at the Annual Meeting of Stockholders held on
the 9th day of December, 1987, the stockholders voted, either in
person or by proxy, to adopt the amendment as set forth and
recommended by the Board of Directors. The amendment to add
Article XII was adopted by 3,378,416 shares of common stock
voting in favor and 281,189 shares of common stock opposed. There
were a total of 4,579,278 shares of common stock outstanding and
entitled to vote at the Annual Meeting of Stockholders.

     4.  That Article XII be added to the Articles of
Incorporation as follows:

                           ARTICLE XII
                           ___________

          Directors and officers of the corporation shall not be
     personally liable to the corporation or its stockholders for
     damages for breach of fiduciary duty as a director or
     officer, except for (i) acts or omissions which involve
     intentional misconduct, fraud, or a knowing violation of
     law; or (ii) the payment of dividends in violation of the
     provisions of Chapter 78 of the Nevada Revised Statutes. If
     the Nevada Revised Statutes are amended after approval by
     the stockholders of this Article to authorize corporate
     action further eliminating or limiting the personal
     liability of directors and officers, then the liability of a
     director or officer of the corporation shall be eliminated
     or limited to the full extent permitted by the Nevada
     Revised Statutes, as so amended.

          Any repeal or modification of all or any portion of the
     provisions of this Article by the stockholders of the
     corporation shall not adversely effect any right or
     protection of a director or officer of the corporation with
     respect to any acts or omissions occurring prior to the time
     of such repeal or modification.

          The provisions of this Article shall not be deemed to
     limit or preclude indemnification of a director or officer
     by the corporation for any liability of a director or
     officer which has not been eliminated by the provisions of
     this Article.

     IN WITNESS WHEREOF, the undersigned have executed this
Certificate of Amendment to Articles of Incorporation this 9th
day of December, 1987.


STATE OF NEVADA  )
                 )  ss.
COUNTY OF WASHOE )

     On this 9th day of December, 1987, personally appeared a
Notary Public, NEIL ROSENSTEIN, as President of Jackpot
Enterprises, Inc., who acknowledged that he executed the
Certificate of Amendment to Articles of Incorporation of said
corporation.

                             /s/ Neil Rosenstein
                             _______________________________
                             NEIL ROSENSTEIN, President

                             /s/ Allan R. Tessler
                             _______________________________
                             ALLAN R. TESSLER, Secretary

                             /s/ Alvin J. Hicks
                             _______________________________
                             Notary Public

STATE OF NEVADA  )
                 )  ss.
COUNTY OF WASHOE )

     On this 9th day of December, 1987, personally appeared
before me, a Notary Public, ALLAN R. TESSLER, as Secretary of
Jackpot Enterprises, Inc., who acknowledged that he executed the
foregoing Certificate of Amendment to Articles of Incorporation
on behalf of said corporation.

                             /s/ Alvin J. Hicks
                             _______________________________
                             Notary Public

<PAGE>
                    CERTIFICATE OF AMENDMENT
                             OF THE
                   ARTICLES OF INCORPORATION
                              OF
                    JACKPOT ENTERPRISES, INC.

     The undersigned certify as follows:

     1.  That they are the Executive Vice President and
Secretary, respectively, of JACKPOT ENTERPRISES, INC., a Nevada
corporation (the "Corporation").

     2.  That at a meeting of the Board of Directors of the
Corporation held on November 15, 1993, the Board of Directors
authorized the following amendment to the Corporation s Articles
of Incorporation:

     RESOLVED, that ARTICLE IV of the Company s Articles of
Incorporation shall be amended such that the first paragraph
thereof shall be deleted in its entirety and replaced with the
following:

          "The amount of the authorized capital stock of this
          corporation is 30,000,000 common shares with a par
          value of $.0l per share and 1,000,000 preferred shares
          with a par value of $1.00."

    3.  That at a meeting of the stockholders of the Corporation
held on January 6, 1994, the stockholders voted to adopt the
foregoing amendment to the Corporation s Articles of
Incorporation. The amendment was approved by the holders of
7,547,494 shares of the Corporation s $.01 par value common
stock, representing approval of the amendment by the holders of
82 % of the shares entitled to vote with respect to such
amendment. The total number of outstanding shares of common
stock of Corporation having voting power with respect to such
amendment is 9,194,223.

     IN WITNESS WHEREOF, the undersigned have executed this
Certificate of Amendment to the Articles of Incorporation
effective as of the 6th day of January, 1994.


                            /s/ Jeffrey L. Gilbert
                            _________________________________
                            Jeffrey L. Gilbert
                            Executive Vice President

                            /s/ Alvin J. Hicks
                            _________________________________
                            Alvin J. Hicks
                            Secretary


STATE OF NEVADA, )
                 ) ss.
COUNTY OF WASHOE.)

     On this 5th day of January, 1994, personally appeared before
me, a Notary Public, Jeffrey L. Gilbert, Executive Vice President
of Jackpot Enterprises, Inc. who acknowledged that he executed
the foregoing Certificate of Amendment to Articles of
Incorporation on behalf of said corporation.

                            /s/ Laura J. Lucas
                            _________________________________
                            Notary Public

STATE OF NEVADA, )
                 ) ss.
COUNTY OF WASHOE.)

     On this 5th day of January, 1994, personally appeared before
me, a Notary Public, Alvin J. Hicks, Secretary of Jackpot
Enterprises, Inc., who acknowledged that he executed the
foregoing Certificate of Amendment to Articles of Incorporation
on behalf of said corporation.

                            /s/ Laura J. Lucas
                            _________________________________
                            Notary Public

<PAGE>
                   CERTIFICATE OF DESIGNATIONS
                               OF
                 SERIES A JUNIOR PREFERRED STOCK
                               OF
                    JACKPOT ENTERPRISES, INC.

          We, Frederick Sandvick, Executive Vice President and
A. J. Hicks, Secretary of JACKPOT ENTERPRISES, INC., a
corporation organized and existing under the General
Corporation Law of Nevada (the "Company"), in accordance with the
provisions of Section 78.195 of such law, DO HEREBY CERTIFY that
pursuant to the authority conferred upon the Board of Directors
of the Company (the "Board") by the Articles of Incorporation of
the Company, the Board on July 11, 1994 adopted the following
resolution which creates a series of shares of Preferred Stock
designated as Series A Junior Preferred Stock, as follows:

     RESOLVED, that pursuant to Section 78.195 of the General
Corporation Law of Nevada and the authority vested in the Board
of Directors of the Company in accordance with the
provisions of ARTICLE IV of the Articles of Incorporation of the
Company, a series of Preferred Stock of the Company be, and
hereby is, created, and the powers, designations, preferences and
relative, participating, optional or other special rights of the
shares of such series, and the qualifications, limitations or
restrictions thereof, be, and hereby are, as follows:

          Section 1. Designation and Amount. The shares of such
series shall be designated as "Series A Junior Preferred Stock"
(the "Series A Preferred Stock") and the number of shares
constituting such series shall be 150,000.

          Section 2. Dividends and Distributions.

          (A)  Subject to the provisions for adjustment
hereinafter set forth, the holders of shares of Series A
Preferred Stock shall be entitled to receive, when, as and if
declared by the Board out of funds legally available for the
purpose, (i) cash dividends in an amount per share (rounded to
the nearest cent) equal to 100 times the aggregate per share
amount of all cash dividends declared or paid on the Common
Stock, $0.01 par value per share, of the Company (the "Common
Stock") and (ii) a preferential cash dividend (the "Preferential
Dividends"), if any, in preference to the holders of any class of
Common Stock, on the last day of March, June, September and
December of each year (each a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the
first issuance of a share or fraction of a share of Series A
Preferred Stock, payable in an amount (except in the case of the
first Quarterly Dividend Payment if the date of the first
issuance of Series A Preferred Stock is a date other than a
Quarterly Dividend Payment date, in which case such payment shall
be a prorated amount of such amount) equal to $1.00 per share of
Series A Preferred Stock less the per share amount of all cash
dividends declared on the Series A Preferred Stock pursuant to
clause (i) of this sentence since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first
Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series A Preferred Stock. In the
event the Company shall, at any time after the issuance of any
share or fraction of a share of Series A Preferred Stock, make
any distribution on the shares of Common Stock of the Company,
whether by way of a dividend or a reclassification of stock, a
recapitalization, reorganization or partial liquidation of the
Company or otherwise, which is payable in cash or any debt
security, debt instrument, real or personal property or any other
property (other than cash dividends subject to the immediately
preceding sentence, a distribution of shares of Common Stock or
other capital stock of the Company or a distribution of rights or
warrants to acquire any such shares, including any debt security
convertible into or exchangeable for any such share, at a price
less than the Fair Market Value (as hereinafter defined) of such
share), then, and in each such event, the Company shall
simultaneously pay on each then outstanding share of Series A
Preferred Stock of the Company a distribution, in like kind, of
100 times such distribution paid on a share of Common Stock
(subject to the provisions for adjustment hereinafter set forth).
The dividends and distributions on the Series A Preferred Stock
to which holders thereof are entitled pursuant to clause (i) of
the first sentence of this paragraph and pursuant to the second
sentence of this paragraph are hereinafter referred to as
"Dividends" and the multiple of such cash and non-cash dividends
on the Common Stock applicable to the determination of the
Dividends, which shall be 100 initially but shall be adjusted
from time to time as hereinafter provided, is hereinafter
referred to as the "Dividend Multiple." In the event the Company
shall at any time after July 15, 1994 declare or pay any dividend
or make any distribution on Common Stock payable in shares of
Common Stock, or effect a subdivision or split or a combination,
consolidation or reverse split of the outstanding shares of
Common Stock into a greater or lesser number of shares of Common
Stock, then in each such case the Dividend Multiple thereafter
applicable to the determination of the amount of Dividends which
holders of shares of Series A Preferred Stock shall be entitled
to receive shall be the Dividend Multiple applicable immediately
prior to such event multiplied by a fraction the numerator of
which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding
immediately prior to such event.

          (B)  The Company shall declare each Dividend at the
same time it declares any cash or non-cash dividend or
distribution on the Common Stock in respect of which a Dividend
is required to be paid. No cash or non-cash dividend or
distribution on the Common Stock in respect of which a Dividend
is required to be paid shall be paid or set aside for payment on
the Common Stock unless a Dividend in respect of such dividend or
distribution on the Common Stock shall be simultaneously paid, or
set aside for payment, on the Series A Preferred Stock.

          (C)  Preferential Dividends shall begin to accrue on
outstanding shares of Series A Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issuance of any
shares of Series A Preferred Stock. Accrued but unpaid
Preferential Dividends shall cumulate but shall not bear
interest. Preferential Dividends paid on the shares of Series A
Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such
shares at the time outstanding.

          Section 3.  Voting Rights. The holders of shares of
Series A Preferred Stock shall have the following voting rights:

          (A)  Subject to the provisions for adjustment
hereinafter set forth, each share of Series A Preferred Stock
shall entitle the holder thereof to 100 votes on all matters
submitted to a vote of the stockholders of the Company. The
number of votes which a holder of Series A Preferred Stock is
entitled to cast, as the same may be adjusted from time to time
as hereinafter provided, is hereinafter referred to as the "Vote
Multiple." In the event the Company shall at any time after July
15, 1994 declare or pay any dividend on Common Stock payable in
shares of Common Stock, or effect a subdivision or split or a
combination, consolidation or reverse split of the outstanding
shares of Common Stock into a greater or lesser number of shares
of Common Stock, then in each such case the Vote Multiple
thereafter applicable to the determination of the number of votes
per share to which holders of shares of Series A Preferred Stock
shall be entitled after such event shall be the Vote Multiple
immediately prior to such event multiplied by a fraction the
numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

          (B)  Except as otherwise provided herein, in the
Articles of Incorporation or By-laws, the holders of shares of
Series A Preferred Stock and the holders of shares of Common
Stock shall vote together as one class on all matters submitted
to a vote of stockholders of the Company.

          (C)  In the event that the Preferential dividends
accrued on the series A Preferred Stock for four or more
quarterly dividend periods, whether consecutive or not, shall not
have been declared and paid or irrevocably set aside for payment,
the holders of record of Preferred Stock of the Company of all
series (including the Series A Preferred Stock), other than any
series in respect of which such right is expressly withheld by
the Articles of Incorporation or the authorizing resolutions
included in any Certificate of Designation therefor, shall have
the right, at the next meeting of stockholders called for the
election of directors, to elect two members to the Board, which
directors shall be in addition to the number required by the By-
laws prior to such event, to serve until the next Annual Meeting
and until their successors are elected and qualified or their
earlier resignation, removal or incapacity or until such earlier
time as all accrued and unpaid Preferential Dividends upon the
outstanding shares of Series A Preferred Stock shall have been
paid (or irrevocably set aside for payment) in full. The holders
of shares of Series A Preferred Stock shall continue to have the
right to elect directors as provided by the immediately preceding
sentence until all accrued and unpaid Preferential Dividends upon
the outstanding shares of Series A Preferred Stock shall have
been paid (or set aside for payment) in full. Such directors may
be removed and replaced by such stockholders, and vacancies in
such directorships may be filled only by such stockholders (or by
the remaining director elected by such stockholders, if there be
one) in the manner permitted by law; provided, however, that any
such action by stockholders shall be taken at a meeting of
stockholders and shall not be taken by written consent thereto.

          (D)  Except as otherwise required by the Articles of
Incorporation or By-laws or set forth herein, holders of Series A
Preferred STock shall have no other special voting rights and
their consent shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth herein)
for the taking of any corporate action.

          Section 4.  Certain Restrictions.

          (A)  Whenever Preferential Dividends or Dividends are
in arrears or the Company shall be in default of payment thereof,
thereafter and until all accrued and unpaid Preferential
Dividends and Dividends, whether or not declared, on shares of
Series A Preferred Stock outstanding shall have been paid or set
irrevocably aside for payment in full, and in addition to any and
all other rights which any holder of shares of Series A Preferred
Stock may have in such circumstances, the Company shall not

               (i)  declare or pay dividends on, make any other
     distributions on, or redeem or purchase or otherwise acquire
     for consideration, any shares of stock ranking junior
     (either as to dividends or upon liquidation, dissolution or
     winding up) to the Series A Preferred Stock;

               (ii)  declare or pay dividends on or make any
     other distributions on any shares of stock ranking on a
     parity as to dividends with the Series A Preferred Stock,
     unless dividends are paid ratably on the Series A Preferred
     Stock and all such parity stock on which dividends are
     payable or in arrears in proportion to the total amounts to
     which the holders of all such shares are then entitled if
     the full dividends accrued thereon were to be paid;

               (iii)  except as permitted by subparagraph (iv) of
     this paragraph 4(A), redeem or purchase or otherwise acquire
     for consideration shares of any stock ranking on a parity
     (either as to dividends or upon liquidation, dissolution or
     winding up) with the Series A Preferred Stock, provided that
     the Company may at any time redeem, purchase or otherwise
     acquire shares of any such parity stock in exchange for
     shares of any stock of the Company ranking junior (both as
     to dividends and upon liquidation, dissolution or winding
     up) to the Series A Preferred Stock; or

               (iv)  purchase or otherwise acquire for
     consideration any shares of Series A Preferred Stock, or any
     shares of stock ranking on a parity with the Series A
     Preferred Stock (either as to dividends or upon liquidation,
     dissolution or winding up), except in accordance with a
     purchase offer made to all holders of such shares upon such
     terms as the Board, after consideration of the respective
     annual dividend rates and other relative rights and
     preferences of the respective series and classes, shall
     determine in good faith will result in fair and equitable
     treatment among the respective series or classes.

         (B)  The Company shall not permit any Subsidiary (as
hereinafter defined) of the Company to purchase or otherwise
acquire for consideration any shares of stock of the Company
unless the Company could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in
such manner. A "Subsidiary" of the Company shall mean any
corporation or other entity of which securities or other
ownership interests having ordinary voting power sufficient
to elect a majority of the board of directors of such corporation
or other entity or other persons performing similar functions are
beneficially owned, directly or indirectly, by the Company or by
any corporation or other entity that is otherwise controlled by the
Company.

          (C)  The Company shall not issue any shares of Series A
Preferred Stock except upon exercise of Rights issued pursuant to
that certain Rights Agreement dated as of July 11, 1994 between
the Company and Continental Stock Transfer & Trust Company, as
rights agent a copy of which is on file with the Secretary of the
Company at its principal executive office and shall be made
available to stockholders of record without charge upon written
request therefor addressed to said Secretary. Notwithstanding the
foregoing sentence, nothing contained in the provisions hereof
shall prohibit or restrict the Company from issuing for any
purpose any series of Preferred Stock with rights and privileges
similar to, different from, or greater than, those of the Series
A Preferred Stock.

         Section 5.   Reacquired Shares. Any shares of Series A
Preferred Stock purchased or otherwise acquired by the Company in
any manner whatsoever shall be retired and cancelled promptly
after the acquisition thereof. All such shares upon their
retirement and cancellation shall become authorized but unissued
shares of Preferred Stock, without designation as to series, and
such shares may be reissued as part of a new series of Preferred
Stock to be created by resolution or resolutions of the Board.

         Section 6.  Liquidation, Dissolution or Winding Up. Upon
any voluntary or involuntary liquidation, dissolution or winding
up of the Company, no distribution shall be made (i) to the
holders of shares of stock ranking junior (either as to dividends
or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless the holders of shares of Series A
Preferred Stock shall have received, subject to adjustment as
hereinafter provided, (A) $1.00 per one one-hundredth (1/100)
share plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of
such payment or, (B) if greater than the amount specified in
clause (i)(A) of this sentence, an amount equal to 100 times the
aggregate amount to be distributed per share to holders of Common
Stock, as the same may be adjusted as hereinafter provided and
(ii) to the holders of stock ranking on a parity upon
liquidation, dissolution or winding up with the Series A
Preferred Stock, unless simultaneously therewith
distributions are made ratably on the Series A Preferred Stock
and all other shares of such parity stock in proportion to the
total amounts to which the holders of shares of Series A
Preferred Stock are entitled under clause (i)(A) of this sentence
and to which the holders of such parity shares are entitled, in
each case upon such liquidation, dissolution or winding up. The
amount to which holders of Series A Preferred Stock may be
entitled upon liquidation, dissolution or winding up of the
Company pursuant to clause (i)(B) of the foregoing sentence is
hereinafter referred to as the "Participating Liquidation Amount"
and the multiple of the amount to be distributed to holders of
shares of Common Stock upon the liquidation, dissolution or
winding up of the Company applicable pursuant to said clause to
the determination of the Participating Liquidation Amount, as
said multiple may be adjusted from time to time as hereinafter
provided, is hereinafter referred to as the "Liquidation
Multiple." In the event the Company shall at any time after July
15, 1994 declare or pay any dividend on Common Stock payable in
shares of Common Stock, or effect a subdivision or split or a
combination, consolidation or reverse split of the outstanding
shares of Common Stock into a greater or lesser number of shares
of Common Stock, then, in each such case, the Liquidation
Multiple thereafter applicable to the determination of the
Participating Liquidation Amount to which holders of Series A
Preferred Stock shall be entitled after such event shall be the
Liquidation Multiple applicable immediately prior to such event
multiplied by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.

          Section 7.  Certain Reclassifications and Other Events.

          (A)  In the event that holders of shares of Common
Stock of the Company receive after July 15, 1994 in respect of
their shares of Common Stock any share of capital stock of the
Company (other than any share of Common Stock of the Company),
whether by way of reclassification, recapitalization,
reorganization, dividend or other distribution or otherwise (a
"Transaction"), then, and in each such event, the dividend
rights, voting rights and rights upon the liquidation,
dissolution or winding up of the Company of the shares of Series
A Preferred Stock shall be adjusted so that after such event the
holders of Series A Preferred Stock shall be entit1ed, in respect
of each share of Series A Preferred Stock held, in addition to
such rights in respect thereof to which such holder was entitled
immediately prior to such adjustment, to (i) such additional
dividends as equal the Dividend Multiple in effect immediately
prior to such Transaction multiplied by the additional dividends
which the holder of a share of Common Stock shall be entitled to
receive by virtue of the receipt in the Transaction of such
capital stock, (ii) such additional voting rights as equal the
Vote Multiple in effect immediately prior to such
Transaction multiplied by the additional voting rights which the
holder of a share of Common Stock shall be entitled to receive by
virtue of the receipt in the Transaction of such capital stock
and (iii) such additional distributions upon liquidation,
dissolution or winding up of the Company as equal the Liquidation
Multiple in effect immediately prior to such Transaction
multiplied by the additional amount which the holder of a share
of Common Stock shall be entitled to receive upon liquidation,
dissolution or winding up of the Company by virtue of the receipt
in the Transaction of such capital stock, as the case may be, all
as provided by the terms of such capital stock.

          (B)  In the event that holders of shares of Common
Stock of the Company receive after July 15, 1994 in respect of
their shares of Common Stock any right or warrant to purchase
Common Stock (including as such a right, for all purposes of this
paragraph, any security convertible into or exchangeable for
Common Stock) at a purchase price per share less than the Fair
Market Value of a share of Common Stock on the date of issuance
of such right or warrant, then and in each such event the
dividend rights, voting rights and rights upon the liquidation,
dissolution or winding up of the Company of the shares of Series
A Preferred Stock shall each be adjusted so that after such event
the Dividend Multiple, the Vote Multiple and the Liquidation
Multiple shall each be the product of the Dividend Multiple, the
Vote Multiple and the Liquidation Multiple, as the case may be,
in effect immediately prior to such event multiplied by a
fraction the numerator of which shall be the number of shares of
Common Stock outstanding immediately before such issuance of
rights or warrants plus the maximum number of shares of Common
Stock which could be acquired upon exercise in full of all such
rights or warrants and the denominator of which shall be the
number of shares of Common Stock outstanding immediately before
such issuance of rights or warrants plus the number of shares of
Common Stock which could be purchased, at the Fair Market Value
of the Common Stock at the time of such issuance, by the maximum
aggregate consideration payable upon exercise in full of all such
rights or warrants.

          (C)  In the event that holders of shares of Common
Stock of the Company receive after July 15, 1994 in respect of
their shares of Common Stock any right or warrant to purchase
capital stock of the Company (other than shares of Common Stock),
including as such a right, for all purposes of this paragraph,
any security convertible into or exchangeable for capital stock
of the Company (other than Common Stock), at a purchase price per
share less than the Fair Market Value of such shares of capital
stock on the date of issuance of such right or warrant, then and
in each such event the dividend rights, voting rights and rights
upon liquidation, dissolution or winding up of the Company of the
shares of Series A Preferred Stock shall each be adjusted so that
after such event each holder of a share of Series A Preferred
Stock shall be entitled, in respect of each share of Series A
Preferred Stock held, in addition to such rights in respect
thereof to which such holder was entitled immediately prior to
such event, to receive (i) such additional dividends as equal the
Dividend Multiple in effect immediately prior to such event
multiplied, first, by the additional dividends to which the
holder of a share of Common Stock shall be entitled upon exercise
of such right or warrant by virtue of the capital stock which
could be acquired upon such exercise and multiplied again by the
Discount Fraction (as hereinafter defined) and (ii) such
additional voting rights as equal the Vote Multiple in effect
immediately prior to such event multiplied, first, by the
additional voting rights to which the holder of a share of Common
Stock shall be entitled upon exercise of such right or warrant by
virtue of the capital stock which could be acquired upon such
exercise and multiplied again by the Discount Fraction and (iii)
such additional distributions upon liquidation, dissolution or
winding up of the Company as equal the Liquidation Multiple in
effect immediately prior to such event multiplied, first, by the
additional amount which the holder of a share of Common Stock
shall be entitled to receive upon liquidation, dissolution or
winding up of the Company upon exercise of such right or warrant
by virtue of the capital stock which could be acquired upon such
exercise and multiplied again by the Discount Fraction. For
purposes of this paragraph, the "Discount Fraction" shall be a
fraction the numerator of which shall be the difference between
the Fair Market Value of a share of the capital stock subject to
a right or warrant distributed to holders of shares of Common
Stock of the Company as contemplated by this paragraph
immediately after the distribution thereof and the purchase price
per share for such share of capital stock pursuant to such right
or warrant and the denominator of which shall be the Fair Market
Value of a share of such capital stock immediately after the
distribution of such right or warrant.

          (D)  For purposes of this Certificate of Designations,
the "Fair Market Value" of a share of capital stock of the
Company (including a share of Common Stock) on any date shall be
deemed to be the average of the daily closing price per share
thereof over the 30 consecutive Trading Days (as such term is
hereinafter defined) immediately prior to such date; provided,
however, that, in the event that such Fair Market Value of any
such share of capital stock is determined during a period which
includes any date that is within 30 Trading Days after (i) the
ex-dividend date for a dividend or distribution on stock payable
in shares of such stock or securities convertible into shares of
such stock, or (ii) the effective date of any subdivision,
split, combination, consolidation, reverse stock split or
reclassification of such stock, then, and in each such case, the
Fair Market Value shall be appropriately adjusted by the Board to
take into account ex-dividend or post-effective date trading. The
closing price for any day shall be the last sale price, regular
way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way (in
either case, as reported in the applicable transaction reporting
system with respect to securities listed or admitted to trading
on the New York Stock Exchange), or, if the shares are not listed
or admitted to trading on the New York Stock Exchange, as
reported in the applicable transaction reporting system with
respect to securities listed on the principal national securities
exchange on which the shares are listed or admitted to trading
or, if the shares are not listed or admitted to trading on any
national securities exchange, the last quoted price or, if not so
quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by the National Association
of Securities Dealers, Inc. Automated Quotation System ("NASDAQ")
or such other system then in use, or if on any such date the
shares are not quoted by any such organization, the average of
the closing bid and asked prices as furnished by a professional
market maker making a market in the shares selected by the Board.
The term "Trading Day" shall mean a day on which the principal
national securities exchange on which the shares are listed or
admitted to trading is open for the transaction of business or,
if the shares are not listed or admitted to trading on any
national securities exchange, on which the New York Stock
Exchange or such other national securities exchange as may be
selected by the Board is open. if the shares are not publicly
held or not so listed or traded on any day within the period of
30 Trading Days applicable to the determination of Fair Market
Value thereof as aforesaid, "Fair Market Value" shall mean the
fair market value thereof per share as determined in good faith
by the Board.  In either case referred to in the foregoing
sentence, the determination of Fair Market Value shall be
described in a statement filed with the Secretary of the
Company.

          Section 8.  Consolidation, Merger, etc. In case the
Company shall enter into any consolidation, merger, combination or
other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case each outstanding
share of Series A Preferred Stock shall at the same time be
similarly exchanged for or changed into the aggregate amount of
stock, securities, cash and/or other property (payable in like
kind), as the case may be, for which or into which or into which
each share of Common Stock is changed or exchanged multiplied by
the highest of the Vote multiple, the Dividend Multiple or the
Liquidation Multiple in effect immediately prior to such event.

          Section 9.  Effective Time of Adjustment.

          (A)  Adjustments to the Series A Preferred Stock
required by the provisions hereof shall be effective as of the
time at which the event requiring such adjustments occurs.

          (B)  The Company shall give prompt written notice to
each holder of a share of Series A Preferred Stock of the effect
of any adjustment to the voting rights, dividend rights or
rights upon liquidation, dissolution or winding up of the
Company of such shares required by the provisions hereof.
Notwithstanding the foregoing sentence, the failure of the
Company to give such notice shall not affect the validity
of or the force or effect of or the requirement for such
adjustment.

          Section 10. No Redemption. The shares of Series A
Preferred Stock shall not be redeemable at the option of the
Company or any holder thereof. Notwithstanding the foregoing
sentence of this Section, the Company may acquire shares of
Series A Preferred Stock in any other manner permitted by law,
the provisions hereof and the Articles of Incorporation of the
Company.

          Section 11.  Ranking. Unless otherwise provided in the
Certificate of Incorporation of the Company or a Certificate of
Designations relating to a subsequent series of Preferred stock of
the Company, the Series A Preferred Stock shall rank junior to
all other series of the Company s preferred stock as to the
payment of dividends and the distribution of assets on
liquidation, dissolution or winding up and senior to the Common
Stock.

          Section 12.  Amendment.  The provisions hereof and
the Certificate of Incorporation of the Company shall not be
amended in any manner which would adversely affect the rights,
privileges or powers of the Series A Preferred Stock without,
in addition to any other vote of stockholders required by law,
the affirmative vote of the holders of two-thirds or more of
the outstanding shares of Series A Preferred Stock, voting
together as a single class.

          IN WITNESS WHEREOF, the undersigned have executed
and subscribed this Certificate of Designations and do affirm
the foregoing as true under the penalties of perjury this
12th day of July, 1994.

                               JACKPOT ENTERPRISES, INC.

                               /s/ Frederick Sandvick
                               _______________________________
                               Name:  Frederick Sandvick
                               Title: Executive Vice President

ATTEST:

/s/ A. J. Hicks
____________________________
A. J. Hicks, Secretary


                     CORPORATE ACKNOWLEDGMENT

STATE OF NEVADA  )
                 )  ss.:
COUNTY OF CLARK  )

          On this 12th day of July, 1994, before the undersigned,
a Notary Public in and for Clark County, Nevada, personally
appeared Frederick Sandvick, known to me to be the person who
executed the foregoing Certificate of Designations and known
to me to be Executive Vice President of Jackpot Enterprises,
Inc. and acknowledged to me that he executed the same as an
official and duly authorized act of such entity for the
purposes therein expressed.

          IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal in the state and County and on the day
and year first above written.

                              /s/ Sharon H. Bulloch
                              ________________________________
                              Notary Public

(SEAL)                        My commission expires:
                              April 23, 1997
                              ________________________________


                     CORPORATE ACKNOWLEDGMENT

STATE OF NEVADA  )
                 )  ss.:
COUNTY OF WASHOE )

          On this 18th day of July, 1994, before the undersigned,
a Notary Public in and for Washoe County, Nevada, personally
appeared A. J. Hicks, known to me to be the person who
executed the foregoing Certificate of Designations and known
to me to be Secretary of Jackpot Enterprises, Inc. and
acknowledged to me that he executed the same as an
official and duly authorized act of such entity for the
purposes therein expressed.

          IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal in the state and County and on the day
and year first above written.

                              /s/ Sarah Jo Smithson
                              ________________________________
                              Notary Public

(SEAL)                        My commission expires:
                              August 2, 1994
                              ________________________________

<PAGE>
                 CERTIFICATE OF AMENDMENT OF THE
                  ARTICLES OF INCORPORATION OF
                    JACKPOT ENTERPRISES, INC.


     The undersigned certify as follows:

     1.  That they are the President and Secretary, respectively,
of JACKPOT ENTERPRISES, INC., a Nevada corporation (the
"Corporation").

     2.  That by action taken by written consent of all of the
members, the Board of Directors of the Corporation on June 7,
1999, authorized the following amendment to the Corporation's
Articles of Incorporation:

         RESOLVED:  That Article IV of the Corporation's Articles
of Incorporation shall be amended such that the first paragraph
thereof shall be deleted in its entirety and replaced with the
following:

          "The amount of the authorized capital stock of the
corporation is 60,000,000 common shares with a par value of $.01
per share and 1,000,000 preferred shares with a par value of
$1.00 per share."

     3.  That at a meeting of the stockholders of the Corporation
held on September 14, 1999, the stockholders voted to adopt the
foregoing amendment to the Corporation's Articles of
Incorporation.  The amendment was approved by the holders of
6,773,756 shares of the Corporation's $.01 par value common
stock, representing approval of the amendment by the holders of
78.6% of the shares entitled to vote with respect to such
amendment.  The total number of outstanding shares of common
stock of the Corporation having voting power with respect to such
amendment is 8,616,538.

     IN WITNESS WHEREOF, the undersigned have executed this
Certificate of Amendment to the Articles of Incorporation
effective as of the 6th day of October, 1999.

                              /s/ Don R. Kornstein
                              _____________________________
                              Don R. Kornstein, President

                              /s/ Alvin J.Hicks
                              _____________________________
                              Alvin J. Hicks, Secretary

STATE OF NEVADA,  )
                  ) ss.
COUNTY OF CLARK.  )

     This instrument was acknowledged before me on October 6th,
1999, by Don R. Kornstein, President of Jackpot Enterprises, Inc.

                              /s/ Christina L. Fleischmann
                              _____________________________
                              Notary Public

STATE OF NEVADA,  )
                  ) ss.
COUNTY OF WASHOE. )

     This instrument was acknowledged before me on October 6th,
1999, by Alvin J. Hicks, Secretary of Jackpot Enterprises, Inc.

                              /s/ Sarah Jo Smithson
                              _____________________________
                              Notary Public