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                                                             EXHIBIT 3.3

                              CERTIFICATE OF DESIGNATION
                                        OF THE

                              9 1/4% SERIES A CUMULATIVE
                                   PREFERRED STOCK
                               (NO PAR VALUE PER SHARE)

                                          OF

                                HARD ROCK HOTEL, INC.
                          -----------------------------------
                          Pursuant to Section 78.1955 of the
                               Nevada Revised Statutes
                          -----------------------------------




          The undersigned, being the president and the secretary of Hard Rock
Hotel, Inc., a Nevada corporation (the "CORPORATION"), hereby certifies that
the Board of Directors of the Corporation adopted the following resolution by
unanimous written consent, with the same force and effect as if it were
approved and adopted at a duly constituted meeting of the Board of Directors,
pursuant to the authority of Section 78.315(2) of the Nevada Revised Statutes
and Section 2.17 of the Second Amended and Restated Bylaws (the "Bylaws") of
the Corporation, as of August 30, 1999:

          RESOLVED, that pursuant to the authority expressly granted to and
vested in the Board of Directors of the Corporation by the Articles of
Incorporation of the Corporation, as amended (the "ARTICLES OF
INCORPORATION"), the Board of Directors hereby authorizes the creation of one
or more series of preferred stock, no par value per share, of the
Corporation, consisting of 28,000 shares of 9 1/4% Cumulative Preferred Stock
upon the terms and conditions set forth in this Certificate of Designation
(this "CERTIFICATE"), and hereby fixes the designation and number of shares
thereof and fixes the powers, preferences and relative, participating,
optional or other special rights, and the qualifications, limitations and
restrictions thereof (in addition to those set forth in the Articles of
Incorporation that may be applicable to the Preferred Stock) as follows:

     1.   Certain Definitions.  Unless the context otherwise requires, the
terms defined in this paragraph 1 shall have, for all purposes of this
resolution, the meanings herein specified.

     "COMMON STOCK" shall mean all shares now or hereafter authorized of any
class of Common Stock of the Corporation and any other stock of the
Corporation, howsoever designated, authorized after the Issue Date, which has
the right (subject always to prior rights of any

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class or series of preferred stock) to participate in the distribution of the
assets and earnings of the Corporation without limit as to per share amount.

     "DIVIDEND PAYMENT DATE" shall have the meaning set forth in subparagraph
2(a) below.

     "DIVIDEND PERIOD" means (i) the period between the Issue Date and the
first Dividend Payment Date and (ii) each semi-annual period between
consecutive Dividend Payment Dates.

     "GAMING AUTHORITY" shall mean any agency, authority, board, bureau,
commission, department, office or instrumentality of any nature whatsoever of
the United States of America or foreign government, any state, province or
any city or other political subdivision, whether now or hereafter existing,
or any officer or official thereof, including without limitation, the Nevada
Gaming Commission, the Nevada State Gaming Control Board, the City of Las
Vegas, the Clark County Liquor and Gaming Licensing Board and any other
agency with authority to regulate any gaming operation (or proposed gaming
operation) owned, managed or operated by the Corporation or any of its
Subsidiaries.

     "ISSUE DATE" shall mean the date that shares of Preferred Stock are
first issued by the Corporation.

     "JUNIOR STOCK" shall mean, for purposes of paragraphs 2 and 8 below, the
Common Stock and any other class or series of stock of the Corporation issued
after the Issue Date not entitled to receive any dividends in any Dividend
Period unless all dividends required to have been paid or declared and set
apart for payment on the Preferred Stock shall have been so paid or declared
and set apart for payment and, for purposes of paragraphs 3 and 8 below, any
class or series of stock of the Corporation issued after the Issue Date not
entitled to receive any assets upon the liquidation, dissolution or winding
up of the affairs of the Corporation until the Preferred Stock shall have
received the entire amount to which such stock is entitled upon such
liquidation, dissolution or winding up.

     "NOTES" shall mean any series of the Corporation's 91/4% Senior
Subordinated Notes Due April 1, 2005.

     "PARITY STOCK" shall mean, for purposes of paragraphs 2 and 8 below, any
other class or series of stock of the Corporation issued after the Issue Date
entitled to receive payment of dividends on a parity with the Preferred Stock
and, for purposes of paragraphs 3 and 8 below, any other class or series of
stock of the Corporation issued after the Issue Date entitled to receive
assets upon the liquidation, dissolution or winding up of the affairs of the
Corporation on a parity with the Preferred Stock.

     "PERSON" shall mean an individual, partnership, corporation, limited
liability company, unincorporated organization, trust or joint venture, or a
governmental agency or political subdivision thereof.


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     "RECORD DATE" shall mean, with respect to the dividend payable on
November 30 and May 31, respectively, of each year, the preceding November 15
and May 15, or such other record date designated by the Board of Directors of
the Corporation with respect to the dividend payable on such respective
Dividend Payment Date.

     "SENIOR STOCK" shall mean, for purposes of paragraphs 2 and 8 below, any
class or series of stock of the Corporation issued after the Issue Date
ranking senior to the Preferred Stock in respect of the right to receive
dividends, and, for purposes of paragraphs 3 and 8 below, any class or series
of stock of the Corporation issued after the Issue Date ranking senior to the
Preferred Stock in respect of the right to receive assets upon the
liquidation, dissolution or winding up of the affairs of the Corporation.

     "SUBSCRIPTION PRICE" shall mean $1,000 per share.

     "SUBSIDIARY" shall mean any corporation of which shares of stock
possessing at least a majority of the general voting power in electing the
board of directors are, at the time as of which any determination is being
made, owned by the Corporation, whether directly or indirectly through one or
more Subsidiaries.

     2.   DIVIDENDS.

          (a)  Subject to the prior preferences and other rights of any
Senior Stock, the holders of Preferred Stock shall be entitled to receive,
out of funds legally available for that purpose, cash dividends at the rate
of 91/4% per annum, and no more.  Such dividends shall be cumulative from the
Issue Date and shall be payable in arrears, when and as declared by the Board
of Directors, on November 30 and May 31 of each year (each such date being
herein referred to as a "Dividend Payment Date"), commencing on November 30,
1999.  Each such dividend shall be paid to the holders of record of the
Preferred Stock as their names appear on the share register of the
Corporation on the corresponding Record Date.  Dividends on account of
arrears for any past Dividend Periods may be declared and paid at any time,
without reference to any Dividend Payment Date, to holders of record on such
date, not exceeding 50 days preceding the payment date thereof, as may be
fixed by the Board of Directors.

          (b)  In the event that full cash dividends are not paid or made
available to the holders of all outstanding shares of Preferred Stock and of
any Parity Stock, and funds available shall be insufficient to permit payment
in full in cash to all such holders of the preferential amounts to which they
are then entitled, the entire amount available for payment of cash dividends
shall be distributed among the holders of the Preferred Stock and of any
Parity Stock ratably in proportion to the full amount to which they would
otherwise be respectively entitled, and any remainder not paid in cash to the
holders of the Preferred Stock shall cumulate as provided in subparagraph
2(c) below.


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          (c)  Dividends on the Preferred Stock shall cumulate whether or not
the Corporation has earnings or profits, whether or not there are funds
legally available for the payment of such dividends and whether or not
dividends are declared.  To the extent not declared and paid in cash,
dividends in respect of any Dividend Payment Date shall cumulate and be
compounded semi-annually at the rate of 9 1/4% per annum until paid.  The
aggregate dividend payable to a holder of Preferred Stock shall be based on
the aggregate number of shares of Preferred Stock held by such holder at the
close of business on the applicable Record Date and rounded to the nearest
whole cent (with one-half cent rounded upward). Dividends payable on the
Preferred Stock shall be computed on the basis of a 360-day year consisting
of twelve 30-day months.

          (d)  So long as any shares of Preferred Stock shall be outstanding,
the Corporation shall not declare or pay on any Junior Stock any dividend
whatsoever, whether in cash, property or otherwise (other than dividends
payable in shares of the class or series upon which such dividends are
declared or paid, or payable in shares of Common Stock with respect to Junior
Stock other than Common Stock, together with cash in lieu of fractional
shares), nor shall the Corporation make any distribution on any Junior Stock,
nor shall any Junior Stock be purchased or redeemed by the Corporation or any
Subsidiary, nor shall any monies be paid or made available for a sinking fund
for the purchase or redemption of any Junior Stock, unless all dividends to
which the holders of Preferred Stock shall have been entitled for all
previous Dividend Periods shall have been paid or declared and a sum of money
sufficient for the payment thereof set apart.

     3.   DISTRIBUTIONS UPON LIQUIDATION, DISSOLUTION OR WINDING UP.  In the
event of any voluntary or involuntary liquidation, dissolution or other
winding up of the affairs of the Corporation, subject to the prior
preferences and other rights of any Senior Stock, but before any distribution
or payment shall be made to the holders of Junior Stock, the holders of the
Preferred Stock shall be entitled to be paid the Subscription Price of all
outstanding shares of Preferred Stock as of the date of such liquidation or
dissolution or such other winding up, plus any accrued and unpaid dividends
thereon to such date, and no more, in cash or in property taken at its fair
value as determined by the Board of Directors, or both, at the election of
the Board of Directors.  If such payment shall have been made in full to the
holders of the Preferred Stock, and if payment shall have been made in full
to the holders of any Senior Stock and Parity Stock of all amounts to which
such holders shall be entitled, the remaining assets and funds of the
Corporation shall be distributed among the holders of Junior Stock, according
to their respective shares and priorities. If, upon any such liquidation,
dissolution or other winding up of the affairs of the Corporation, the net
assets of the Corporation distributable among the holders of all outstanding
shares of the Preferred Stock and of any Parity Stock shall be insufficient
to permit the payment in full to such holders of the preferential amounts to
which they are entitled, then the entire net assets of the Corporation
remaining after the distributions to holders of any Senior Stock of the full
amounts to which they may be entitled shall be distributed among the holders
of the Preferred Stock and of any Parity Stock ratably in proportion to the
full amounts to which they would otherwise be respectively entitled. Neither
the consolidation or merger of the Corporation


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into or with another corporation or corporations, nor the sale of all or
substantially all of the assets of the Corporation to another corporation or
corporations shall be deemed a liquidation, dissolution or winding up of the
affairs of the Corporation within the meaning of this paragraph 3.

     4.   MATURITY.

          (a)  MATURITY.  The Corporation shall repurchase all shares of
Preferred Stock 91 days following the earlier of (i) April 1, 2005 or (ii)
the repayment of the Notes, at an amount per share equal to the Subscription
Price, together with any accrued but unpaid dividends thereon to and
including the date of repurchase.

     5.   REGULATORY REDEMPTION

          (a)  MANDATORY DISPOSITION PURSUANT TO GAMING LAWS.  Each holder of
Preferred Stock, by accepting the Preferred Stock, shall be deemed to have
agreed (to the extent permitted by applicable law) that if the Gaming
Authorities require that a Person who is a holder or a beneficial owner of
any of the Preferred Stock must be licensed or found suitable under
applicable gaming laws, such holder shall apply for a license or a finding of
suitability within the required time period.  If such Person fails to apply
or become licensed or is found unsuitable, the Corporation shall have the
right, at its option,

               (1)  to require such Person to dispose of its Preferred Stock or
                    beneficial interest therein within 30 days of receipt of
                    notice of the Corporation's election or such earlier date as
                    may be ordered by the Gaming Authorities, or

               (2)  to redeem such Preferred Stock (a "REGULATORY REDEMPTION")
                    at a price equal to the lesser of (a) the holder's cost
                    thereof and (b) 100% of the Subscription Price thereof, in
                    either case plus accrued and unpaid dividends, if any, to
                    the date of redemption.

     In the event the Corporation opts to redeem Preferred Stock, it shall
provide notice of the redemption to the holder, or, if applicable, a transfer
agent, as soon as practicable.  The holder or beneficial owner applying for a
license or finding of suitability must pay all costs of the licensure or
investigation for such finding.

          (b)  PROCEDURES FOR REDEMPTIONS.  On and after a redemption date,
unless the Corporation defaults in the payment of the applicable redemption
price, including, to the extent required, all accrued and unpaid dividends
thereon, dividends shall cease to accrue on shares of Preferred Stock called
for redemption and all rights of holders of such shares shall terminate
except for the right to receive the redemption price, together with all
accrued and unpaid dividends thereon, if any, without interest.  Shares of
Preferred Stock issued and reacquired shall,


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upon compliance with the applicable requirements of Nevada law, have the
status of authorized but unissued shares of preferred stock of the
Corporation undesignated as to series and, together with any and all other
authorized but unissued shares of preferred stock of the Corporation, may be
designated or redesignated and issued or reissued, as the case may be, as
part of any series of preferred stock of the Corporation, except that any
issuance or reissuance of shares of Preferred Stock must be in compliance
with this Certificate of Designation.

     5.   VOTING RIGHTS.

          (a)  The holders of the issued and outstanding shares of Preferred
Stock shall have no voting rights except as set forth herein and as required
by law.

          (b)  Without the consent of the holders of at least two-thirds of
the shares of Preferred Stock then outstanding, voting as a class, given in
writing or by vote at a meeting of stockholders called for such purpose, the
Corporation will not

                    (i)   increase the authorized amount of Preferred Stock;

                    (ii)  create any class of Senior Stock or increase the
authorized amount of any such class;

                    (iii) reclassify any class or series of Junior Stock into
Senior Stock or reclassify any series of Parity Stock into Senior Stock;

                    (iv)  amend, alter or repeal any provision of the
Articles of Incorporation or this Certificate so as to alter or change any
preference or any relative or other right of the Preferred Stock; or

          (c)  In connection with any matter on which holders of the
Preferred Stock are entitled to vote as provided in subparagraph (b) above,
or any matter on which the holders of the Preferred Stock are entitled to
vote as one class or otherwise pursuant to law or the provisions of the
Articles of Incorporation or Bylaws, each holder of Preferred Stock shall be
entitled to one vote for each share of Preferred Stock held by such holder.

     6.   CAPITAL.

          On any redemption of Preferred Stock, the Corporation's capital
shall be reduced by an amount equal to the Subscription Price multiplied by
the number of shares of certificates representing Preferred Stock whether or
not all such certificates have been surrendered to the Corporation.


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     7.   EXCLUSION OF OTHER RIGHTS.

          Except as may otherwise be required by law, the shares of Preferred
Stock shall not have any preferences or relative, participating, optional or
other special rights, other than those specifically set forth in this
resolution (as such resolution may be amended from time to time) and in the
Corporation's Articles of Incorporation, as amended.  The shares of Preferred
Stock shall have no preemptive or subscription rights.

     8.   HEADINGS OF SUBDIVISIONS.

          The headings of the various subdivisions hereof are for convenience
of reference only and shall not affect the interpretation of any of the
provisions hereof.

     9.   SEVERABILITY OF PROVISIONS.

          Whenever possible, each provision hereof shall be interpreted in a
manner as to be effective and valid under applicable law, but if any
provision hereof is held to be prohibited by or invalid under applicable law,
such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating or otherwise adversely affecting the
remaining provisions hereof.

     10.  STATUS OF REACQUIRED SHARES.

          Shares of Preferred Stock which have been issued and reacquired in
any manner shall (upon compliance with any applicable provisions of the laws
of the State of Nevada have the status of authorized and unissued shares of
Preferred Stock issuable in series undesignated as to series and may be
redesignated and reissued.


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          IN WITNESS WHEREOF, Hard Rock Hotel, Inc. has caused this
certificate to be signed on its behalf by Peter Morton, its President and
Secretary, this 31st day of August, 1999.

                                        HARD ROCK HOTEL, INC.

                                        By:  /s/ Peter Morton
                                             -------------------------
                                             President and Secretary

State of California       )
                          )ss.
County of Los Angeles     )

     This instrument was acknowledged before me on August 31, 1999 by  Peter
Morton as President of Hard Rock Hotel, Inc., a Nevada corporation.



                                             /s/ Manoucher Paydar
                                             -------------------------
                                             Notary