AMERICAN BINGO & GAMING CORP.

                         CERTIFICATE OF DESIGNATIONS OF
                            SERIES B PREFERRED STOCK

    (Pursuant to Section 151 of the of the Delaware General Corporation Law)



     American  Bingo & Gaming Corp., a Delaware corporation (the "Corporation"),
in  accordance with the provisions of Section 103 of the General Corporation Law
of  the  State  of  Delaware  (the  "DGCL")  DOES  HEREBY  CERTIFY:

     That  pursuant  to  authority  vested  in  the  Board  of  Directors of the
Corporation  (the  "Board  of  Directors"  or the "Board") by the Certificate of
Incorporation,  as  amended,  of  the  Corporation, the Board of Directors, at a
meeting  held August 4, 1998, adopted a resolution providing for the creation of
a  series  of the Corporation's Preferred Stock, $.01 par value, which series is
designated  "Series  B  Preferred  Stock",  which  resolution  is  as  follows:

     RESOLVED,  that  pursuant  to authority vested in the Board of Directors by
the Certificate of Incorporation, as amended, the Board of Directors does hereby
provide  for  the  creation  of  a series of the Preferred Stock, $.01 par value
(hereafter  called the "Preferred Stock"), of the Corporation, and to the extent
that  the  voting  powers  and  the  designations,  preferences  and  relative,
participating,  optional or other special rights thereof and the qualifications,
limitations  or  restrictions  of  such  rights  have  not been set forth in the
Certificate  of  Incorporation,  as amended, of the Corporation, does hereby fix
the  same  as  follows:

     The rights, preferences, privileges, and limitations granted to and imposed
on  the  Series B Preferred Stock (the "Series B Preferred Stock"), which series
shall  consist of 300,000 shares, are as set forth below.  The following rights,
preferences,  privileges,  and  limitations  are  subject  to  the  designation,
description,  and  terms  of one or more subsequent series of Preferred Stock by
the  Board  of  Directors  of  American Bingo & Gaming Corp. (the "Corporation")
pursuant  to  authority  granted  by  the  Certificate of Incorporation.  To the
extent  that  the  rights,  preferences, privileges, and limitations of any such
subsequent  series  conflict  or  are  inconsistent  with  any  of  the  rights,
preferences,  privileges,  and  limitations of the Series B Preferred Stock, the
designation  and  description  of  terms  of  the subsequent series which is the
latest  so  designated  shall  control and prevail over the rights, preferences,
privileges,  and  limitations  of  the  Series  B  Preferred  Stock.

          SECTION  1.  SERIES  B  PREFERRED  STOCK.  There  shall be a series of
Preferred  Stock  referred  to  "Series  B  Preferred  Stock."

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          SECTION 2.  DESIGNATION, PAR VALUE AND AMOUNT.  The shares of Series B
Preferred  Stock  shall  be with par value of $0.01 per share, and the number of
shares  constituting  such  series shall be 300,000; provided, however, that, if
more  than  a  total  of  300,000  shares  of  Series B Preferred Stock shall be
issuable  upon  the  exercise  of  Rights  (the "Rights") issued pursuant to the
Rights  Agreement,  dated  as  of  August  4,  1998, between the Corporation and
American  Stock  Transfer Company, as Rights Agent, as amended from time to time
(the "Rights Agreement"), the Board of Directors of the Corporation, pursuant to
Section  151 of the Delaware General Corporation Law, shall direct by resolution
or  resolutions that a Certificate of Designation be properly executed and filed
providing  for the total number of shares of Series B Preferred Stock authorized
to  be  issued  to  be  increased  (to  the  extent  that  the  Certificate  of
Incorporation then permits) to the largest number of whole shares (rounded up to
the  nearest  whole  number)  issuable  upon  exercise  of  the  Rights.

          SECTION  3.  VOTING  RIGHTS.  The  holders  of  shares  of  Series  B
Preferred  Stock  shall  have  the  following  voting  rights:

          (A)     Except as required by applicable law, the holders of shares of
Series  B  Preferred Stock and the holders of shares of the Corporation's Common
Stock,  $0.001  par value (the "Common Stock"), shall vote together as one class
on  all  matters  submitted  to  a  vote  of  shareholders  of  the Corporation.

          (B)     Each  share  of  Series  B  Preferred  Stock shall entitle the
holder  thereof  to  1000  votes  on  all  matters  submitted  to  a vote of the
shareholders  of  the  Corporation.

          (C)     The  Certificate of Incorporation of the Corporation shall not
be  further  amended  in  any  manner which would materially alter or change the
powers,  preferences  or special rights of the Series B Preferred Stock so as to
affect  them adversely without the affirmative vote of the holders of at least a
majority  of  the  outstanding  shares  of  Series  B  Preferred  Stock,  voting
separately  as  a  class.

          (D)     Except  as  set  forth  herein  (or  as  otherwise required by
applicable  law),  holders  of Series B Preferred Stock shall have no general or
special  voting  rights  and  their consent shall not be required for taking any
corporate  action.

          SECTION  4.  DIVIDENDS.  The holders of Series B Preferred Stock shall
share  ratably  in  any  dividend or distribution declared by the Corporation on
shares  of  Common  Stock  in  a ratio of 1000 to one with respect to a share of
Series  B  Preferred  Stock  and  a  share  of  Common  Stock,  respectively.

          SECTION  5.  LIQUIDATION,  DISSOLUTION  OR  WINDING  UP.

          (A)     Subject  to  the  prior  and superior rights of holders of any
shares of any series of Preferred Stock ranking prior and superior to the shares
of Series B Preferred Stock with respect to rights upon liquidation, dissolution
or  winding  up  (voluntary  or otherwise), no distribution shall be made to the
holders  of  shares  of  stock  ranking  junior  (either as to dividends or upon

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liquidation,  dissolution  or winding up) to the Series B Preferred Stock unless
prior  thereto  the  holders  of  shares  of Series B Preferred Stock shall have
received  $0.01  per share, plus an amount equal to accrued and unpaid dividends
and  distributions  thereon,  if any, to the date of such payment (the "Series B
Liquidation  Preference").  Following  the  payment  of  the  full amount of the
Series  B  Liquidation  Preference, no additional distributions shall be made to
the  holders  of  shares  of Series B Preferred Stock unless, prior thereto, the
holders  of  shares of Common Stock shall have received an amount per share (the
"Capital  Adjustment") equal to the quotient obtained by dividing (i) the Series
B  Liquidation  Prefer-ence  by  (ii)  1000.  Following  the payment of the full
amount  of  the  Series  B  Liquidation Preference and the Capital Adjustment in
respect  of all outstanding shares of Series B Preferred Stock and Common Stock,
respectively,  holders  of  Series B Preferred Stock and holders of Common Stock
shall  receive  a  ratable and proportionate share of the remaining assets to be
distributed  in  the ratio of 1000 to one (1) with respect to Series B Preferred
Stock  and  Common  Stock,  on  a  per  share  basis,  respectively.

          (B)     If there are not sufficient assets available to permit payment
in  full  of the Series B Liquidation Preference and the liquidation preferences
of  all other series of preferred stock, if any, which rank on a parity with the
Series  B  Preferred  Stock,  then  such  remaining  assets shall be distributed
ratably  to  the  holders  of  Series  B Preferred Stock and the holders of such
parity  shares  in  proportion  to their respective liquidation preferences.  If
there  are  not  sufficient  assets  available  to permit payment in full of the
Capital  Adjustment,  then such remaining assets shall be distributed ratably to
the  holders  of  Common  Stock.

          SECTION 6.  CONSOLIDATION, MERGER, ETC.  In case the Corporation 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 the shares of
Series  B  Preferred  Stock  shall  at  the  same time be similarly exchanged or
changed  in  an  amount  per  share  equal to 1000 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may  be,  into  which  or  for  which  each  share of Common Stock is changed or
exchanged.

          SECTION  7.  NO  REDEMPTION.  The  shares  of Series B Preferred Stock
shall  not  be  redeemable.

          SECTION  8.  RANKING.  The  Series B Preferred Stock shall rank junior
to  the  Series  A  Convertible  Preferred  Stock and to all other series of the
Corporation's  Preferred  Stock  as  to  the  payment  of  dividends  and  the
distribution  of  assets,  unless  the  terms  of  any such series shall provide
otherwise.

          SECTION 9. REACQUIRED  SHARES.  Any shares of Series B Preferred Stock
purchased  or otherwise  acquired by the  Corporation  in any manner  whatsoever
shall be retired and canceled promptly after the acquisition  thereof.  All such
shares shall upon their  cancellation  become  authorized but unissued shares of
Preferred  Stock and may be reissued as part of a new series of Preferred  Stock
subject to the conditions and restrictions on issuance set forth herein,  in the
Certificate of Incorporation, in any other Certificate of Designation creating a
series of Preferred Stock or as otherwise required by law.

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     IN  WITNESS  WHEREOF, this Certificate of Designation is executed on behalf
of  the  Corporation  by  its  Chief  Executive  Officer  as  of August 4, 1998.


                              /s/  Andre M. Hilliou
                              ----------------------
                              Andre M. Hilliou, Chairman and
                              Chief Executive Officer


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