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                                                                    Exhibit 4.28

                          CERTIFICATE OF INCORPORATION

                                       OF

                             PNK DEVELOPMENT 2, INC.

               FIRST: The name of the corporation is PNK Development 2, Inc.

               SECOND: The address of the corporation's registered office in the
State of Delaware is 30 Old Rudnick Lane, in the City of Dover, County of Kent
19901. The name of the corporation's registered agent at such address is
LexisNexis Document Solutions Inc.

               THIRD: The purpose of the corporation is to engage in any lawful
act or activity for which corporations may be organized under the Delaware
General Corporation Law.

               FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is Three Thousand (3,000) shares of common stock,
having a par value of one cent ($.01) per share.

               FIFTH: The business and affairs of the corporation shall be
managed by or under the direction of the Board of Directors, and the directors
need not be elected by written ballot unless required by the Bylaws of the
corporation.

               SIXTH: In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors is
expressly empowered to adopt, amend or repeal the Bylaws of the corporation.

               SEVENTH: A director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended. Any repeal or modification of this
provision shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.

               EIGHTH: The corporation reserves the right to amend or repeal any
provision contained in this Certificate of Incorporation in the manner
prescribed by the laws of the State of Delaware, and all rights conferred upon
stockholders are granted subject to this reservation.

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               NINTH: The incorporator is C. A. Webb, whose mailing address is
Irell & Manella LLP, 1800 Avenue of the Stars, Suite 900, Los Angeles,
California 90067.

               I, THE UNDERSIGNED, being the incorporator, for the purpose of
forming a corporation under the laws of the State of Delaware do make, file and
record this Certificate of Incorporation, and, accordingly, have hereto set my
hand this 10th day of June, 2002.

                                               /s/ C. A. Webb
                                               ---------------------------------
                                               C. A. Webb, Incorporator

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