EXHIBIT 3.1

                              ARTICLES OF AMENDMENT
                                       TO
                       RESTATED ARTICLES OF INCORPORATION,
                                       OF
                         LOUISIANA CASINO CRUISES, INC.

         By authority of the Shareholders of Louisiana Casino Cruises, Inc., the
President and Secretary of the Corporation hereby certify that a Resolution
amending the Articles of Incorporation of Louisiana Casino Cruises, Inc., as
restated on November 30, 1993, was duly adopted, in conformance with law, by the
affirmative vote of at least two-thirds (2/3) of the voting power of the
Corporation and of the outstanding shares of common stock entitled to vote
thereon, at a meeting held on the 15th day of September, 1998. Said Resolution
changes and amends the Restated Articles of Incorporation in effect prior to the
date hereof by amending Article V to read as set forth below:

                                   ARTICLE V.

                  The provisions dealing with directors shall be as follows:

         A.       Unless and until otherwise provided in the by-laws, all of the
                  corporate powers of this Corporation shall be vested in, and
                  all of the business and affairs of this corporation shall be
                  managed by, a board of no less than three (3) nor more than
                  five (5) directors.

         B.       By a vote of all of the directors, the board of directors
                  shall have authority to make and alter by-laws, including the
                  right to make and alter by-laws fixing their qualifications,
                  classifications, or terms of office, or fixing or increasing
                  their compensation, subject to the power of the shareholders
                  to change or repeal the by-laws so made.

         C.       The qualifications, term of office, manner of election, time
                  and place of meeting, whether within or outside the State of
                  Louisiana, and the powers and duties of the directors, may be
                  from time to time fixed, changed, increased or reduced by the
                  by-laws.

         D.       The board of directors shall further have authority to
                  exercise all such other powers and to do all such other lawful
                  acts and things which this Corporation or its shareholders
                  might do, unless prohibited from doing so by applicable laws,
                  or by these Articles of Incorporation, or by the by-laws.


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         E.       The general annual meeting of the shareholders for the
                  election of directors shall be held at such place and time as
                  may be determined by the board of directors or the by-laws.

         F.       Unless otherwise provided in the by-laws, any director absent
                  from a meeting may be represented by any other person, whether
                  or not he is a director or shareholder, who may cast the vote
                  of the absent director according to the written instructions,
                  general or special, of the absent director, filed with the
                  Secretary.

         G.       Upon the written request of shareholders holding 80 percent of
                  the voting stock of this Corporation issued and outstanding,
                  any member of the board of directors of this Corporation may
                  be replaced by a director designated by such shareholders in
                  writing at any time, whether or not his or her term of office
                  shall have expired.

         Thus executed in counterpart on the dates and at the places set forth
below.

                                            LOUISIANA CASINO CRUISES, INC.

                                            /S/ DAN MEADOWS
                                            ---------------
                                            Dan Meadows, President

                                            Date:  OCTOBER 14, 1998

                                            Signed at:  Phoenix, Arizona

                                            /S/ W. PETER TEMLING
                                            --------------------
                                            W. Peter Temling, Secretary

                                            Date:  OCTOBER 2, 1998

                                            Signed at:  Miami, Florida

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                                 ACKNOWLEDGMENT

STATE OF ARIZONA

COUNTY OF MARICOPA

         BE IT KNOWN, that on this 14TH day of OCTOBER, 1998, before me, the
undersigned authority, personally came and appeared:

                                   DAN MEADOWS

who, being sworn, deposed that he executed the above and foregoing Articles of
Amendment to the Restated Articles of Incorporation of Louisiana Casino Cruises,
Inc. of his own free will and as his own act and deed for the uses, purposes and
benefits therein expressed.

WITNESSES:

/S/ LYNETTE C. PHILLIPS

                                                      /S/ DAN MEADOWS
                                                      ---------------
                                                      DAN MEADOWS, President

/S/ BILL SCHRADER

                                SHELLEY M. PARKER
                                  NOTARY PUBLIC
                         COMMISSION EXPIRES MAY 10, 1999


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                                 ACKNOWLEDGMENT

STATE OF FLORIDA

COUNTY OF DADE

         BE IT KNOWN, that on this 2ND day of OCTOBER, 1998, before me, the
undersigned authority, personally came and appeared:

                                W. PETER TEMLING

who, being sworn, deposed that he executed the above and foregoing Articles of
Amendment to the Restated Articles of Incorporation of Louisiana Casino Cruises,
Inc. of his own free will and as his own act and deed for the uses, purposes and
benefits therein expressed.

WITNESSES:

/S/  DAVID MIZELS

                                                     /S/ W. PETER TEMLING
                                                     --------------------
                                                     W. PETER TEMLING, Secretary

/S/ JONATHON K. COHEN

                               /S/ NANCY QUINTANA
                                  NOTARY PUBLIC
                             COMMISSION NO. CC734525
                        COMMISSION EXPIRES APRIL 16, 2002


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                            ABSTRACT FROM THE MINUTES
                              OF THE ANNUAL MEETING
                             OF THE SHAREHOLDERS OF
                         LOUISIANA CASINO CRUISES, INC.

         The annual meeting of the shareholders of Louisiana Casino Cruises,
Inc. was held at the registered office of the Corporation in Baton Rouge,
Louisiana, on the 15th day of September, 1998.

         Upon motion duly made, seconded and carried, it was,

         RESOLVED, that the Articles of Incorporation of Louisiana Casino
Cruises, Inc., as Restated on November 30, 1993, be amended in accordance with
the attached Articles of Amendment; and

         RESOLVED FURTHER, that the President and Secretary or other appropriate
officers are authorized and directed to certify adoption of the foregoing
Resolution, to file such certificate with the Secretary of State, and to take
all action necessary to effect the attached Amendment to the Restated Articles
of Incorporation of Louisiana Casino Cruises, Inc.

                                   CERTIFICATE

         I hereby certify that the above and foregoing is a true and correct
abstract from the minutes of the annual meeting of the Shareholders of Louisiana
Casino Cruises, Inc., held in Baton Rouge, Louisiana, on September 15, 1998,
holders and/or representatives of all of the authorized voting shares being
present and voting.

         Thus executed in counterpart.

                                                     /S/ W. PETER TEMLING
                                                     --------------------
                                                     W. Peter Temling, Secretary

ATTEST:

/S/ DAN MEADOWS
---------------
Dan Meadows, President