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                                                                    Exhibit 3(3)


                       CERTIFICATE OF AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                            STRATOSPHERE GAMING CORP.


     Pursuant to the provisions of Nevada Revised Statutes ("N.R.S.") ss.
78.622, Stratosphere Gaming Corp., a Nevada corporation (the "Corporation"),
does hereby certify as follows:

     1. The name of the corporation is Stratosphere Gaming Corp.

     2. The original Articles of Incorporation of the Corporation were filed in
the office of the Secretary of the State of Nevada (the "Secretary") on June 24,
1994.

     3. The United States Bankruptcy Court for the District of Nevada (the
"Bankruptcy Court") in Case Nos. 97-20554-GWZ and 97-20555-GWZ, has confirmed
that certain Debtors' Restated Second Amended Plan of Reorganization dated
February 26, 1998 (the "Plan") for the Corporation pursuant to Chapter 11 of
Title 11 of the United States Code. Capitalized terms not otherwise defined
herein shall have the same meaning as set forth in the Plan. 

     4. The Corporation desires to amend and restate its Articles of
Incorporation pursuant to the Plan and in accordance with N.R.S. ss. 78.622,
which provides, among other things, that any corporation incorporated pursuant
to Chapter 78 of the N.R.S. may, pursuant to a plan of reorganization which has
been confirmed by a court of competent jurisdiction, alter or amend its bylaws,
reconstitute its board of directors, appoint directors or officers or amend its
articles of incorporation without any further action by its directors or
shareholders. 

     5. Certified copies of the Plan and the Order Confirming Debtors' Restated
Second Amended Plan of Reorganization Dated February 26, 1998 (the "Confirmation
Order") are being filed as Exhibits A and B, respectively, with the Secretary
together with this Certificate.

     6. The Plan and Confirmation Order provide for the adoption of the Amended
and Restated Bylaws of the Corporation. 

     7. The Plan and Confirmation Order provide for the designation of the
initial Directors of the Corporation, which such Directors are named and
designated in Article V of the Corporation's Amended and Restated Articles of
Incorporation.

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     8. The Plan and Confirmation Order provide for the designation of the
following initial officers of the Corporation:


<TABLE>
         <S>                              <C>
         President:                       Daniel Cassella
         Secretary/Treasurer:             Thomas A. Lettero
</TABLE>


     9. Pursuant to the Plan and this filing of a certified copy of the Plan and
Confirmation Order with the Secretary, the Corporation's Articles of
Incorporation are amended and restated to read as follows:

                                 ARTICLE I: NAME

          The name of the Corporation is Stratosphere Gaming Corp.

                          ARTICLE II: REGISTERED OFFICE

          The name of the resident agent and the street address of the
     registered office in the State of Nevada where process may be served upon
     the Corporation is Schreck Morris, 300 S. Fourth Street, #1200, Las Vegas,
     Nevada 89101. The Corporation may, from time to time, in the manner
     provided by law, change the resident agent and the registered office within
     the State of Nevada. The Corporation may also maintain an office or offices
     for the conduct of its business, either within or without the State of
     Nevada. Corporate business of every kind and nature may be conducted, and
     meetings of Directors and shareholders held, outside the State of Nevada,
     the same as in the State of Nevada.

                         ARTICLE III: CORPORATE PURPOSES

          The nature of the business and objects and purposes proposed to be
     transacted, promoted or carried on by the Corporation are: (a) to conduct
     gaming in the State of Nevada in accordance with the laws of the State of
     Nevada and of the United States of America and (b) to engage in any lawful
     activity.

                            ARTICLE IV: CAPITAL STOCK

          Section 1. Authorized Shares. The Corporation is authorized to issue
     one class of shares which shall be designated "Common Stock," with no par
     value. The total number of shares of Common Stock which the Corporation is
     authorized to issue is two thousand five hundred (2,500). Common Stock may
     be issued by the Corporation from time to time by resolution of the Board
     of Directors, except as otherwise provided

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     in this Section. The holders of Common Stock shall be entitled to one
     (1) vote for each share held by them.

          The Corporation shall not issue nonequity voting securities.

          The Corporation shall not issue any stock or other securities except
     in accordance with the provisions of the Nevada Gaming Control Act and the
     regulations thereunder. The issuance of any stock or other securities in
     violation thereof shall be void unless the Corporation is no longer subject
     to the jurisdiction of the Nevada State Gaming Control Board and Nevada
     Gaming Commission (the "Commission").

          No stock or other securities issued by the Corporation and no
     interest, claim or charge therein or thereto shall be transferred in any
     manner whatsoever except in accordance with the provisions of the Nevada
     Gaming Control Act and the regulations thereunder. Any transfer in
     violation thereof shall be void unless the Corporation is no longer subject
     to the jurisdiction of the Nevada State Gaming Control Board and the
     Commission.

          If the Commission at any time determines that a holder of stock or
     other securities of this Corporation is unsuitable to hold such securities,
     then until such securities are owned by persons found by the Commission to
     be suitable to own them or are purchased by the Corporation, (a) the
     Corporation shall not be required or permitted to pay any dividend or
     interest with regard to the securities, (b) the holder of such securities
     shall not be entitled to vote on any matter as the holder of the securities
     and such securities shall not for any purposes be included in the
     securities of the Corporation entitled to vote, and (c) the Corporation
     shall not pay any remuneration in any form to the holder of the securities.

          Section 2. Consideration for Shares. The capital stock authorized by
     Section 1 of this Article shall be issued for such consideration as shall
     be fixed, from time to time, by the Board of Directors.

          Section 3. Assessment of Stock. The capital stock of the Corporation,
     after the amount of the subscription price has been fully paid in, shall
     not be assessable for any purpose, and no stock issued as fully paid shall
     ever be assessable or assessed. No shareholder of the Corporation is
     individually liable for the debts or liabilities of the Corporation.


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          Section 4. Preemptive Rights. No shareholder of the Corporation shall
     have any preemptive rights.

                        ARTICLE V: DIRECTORS AND OFFICERS

          Section 1. Number of Directors. The members of the governing board of
     the Corporation are styled as Directors. The number of Directors may be
     changed from time to time in such manner as shall be provided in the Bylaws
     of the Corporation and without need to amend this Article.

          Section 2. Current Directors. The names and post office addresses of
     the two (2) persons constituting the Corporation's current Board of
     Directors are:

<TABLE>
<CAPTION>
              NAME                          ADDRESS
              ----                          -------
         <S>                         <C>
         Carl C. Icahn               c/o Icahn Associates Group
                                     767 Fifth Avenue
                                     New York, NY  10153

         Martin Hirsch               c/o Icahn Associates Group
                                     767 Fifth Avenue
                                     New York, NY  10153
</TABLE>


          The current Directors shall serve until their successors are elected
     at a properly noticed and constituted shareholders' meeting. Vacancies on
     the Board of Directors shall be filled, and elections of Directors shall be
     held, in accordance with the Bylaws.

          Section 3. Limitation of Personal Liability. No Director or officer of
     the Corporation shall be liable to the Corporation or its shareholders for
     damages for breach of fiduciary duty as a Director or officer; provided,
     however, that the foregoing provision shall not eliminate or limit the
     liability of a Director or officer for: (a) acts or omissions which involve
     intentional misconduct, fraud or a knowing violation of law or (b) the
     payment of distributions in violation of N.R.S. ss. 78.300. If the N.R.S.
     are hereafter amended or interpreted to eliminate or limit further the
     personal liability of Directors or officers, then the liability of all
     Directors and officers shall be eliminated or limited to the full extent
     then so permitted.

          Section 4. Payment of Expenses. All expenses incurred by officers or
     Directors in defending a civil or criminal action, suit or


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     proceeding must be paid by the Corporation as they are incurred in
     advance of a final disposition of the action, suit or proceeding, upon
     receipt of an undertaking by or on behalf of a Director or officer to repay
     the amount if it is ultimately determined by a court of competent
     jurisdiction that (i) he or she did not act in good faith, and in the
     manner he or she reasonably believed to be in or not opposed to the best
     interests of the Corporation or (ii) with respect to any criminal action or
     proceedings, he or she had reasonable cause to believe his or her conduct
     was unlawful.

          Section 5. Repeal and Conflicts. Any repeal or amendments of Section 3
     or 4 of this Article or the adoption of any provision to these Amended and
     Restated Articles of Incorporation inconsistent with Section 3 or 4 of this
     Article shall be prospective only and shall not eliminate or reduce the
     effect of Sections 3 or 4 of this Article in respect of any act or omission
     that occurred prior to such repeal, amendment or adoption of an
     inconsistent provision. In the event of any conflict between Sections 3 or
     4 of this Article and any other Article of the Corporation's Amended and
     Restated Articles of Incorporation, the terms and provisions of Section 3
     or 4 of this Article, as the case may be, shall control.

          Section 6. Compliance with Gaming Control Act. All of the Directors of
     the Corporation shall be subject to, and the composition of the Board of
     Directors shall be in compliance with, the requirements and qualifications
     imposed by the Nevada Gaming Control Act (N.R.S. ss. 463.010 et seq., as
     amended from time to time), or any successor provision of Nevada law, and
     the regulations promulgated thereunder, and the rules and regulations of
     any governmental agency responsible for the licensing and regulation of
     gaming operations, including without limitation, the Nevada State Gaming
     Control Board, the Commission and the Clark County Liquor & Gaming
     Licensing Board.

                         ARTICLE VI: PERPETUAL EXISTENCE

          The Corporation shall have perpetual existence.

                             ARTICLE VII: AMENDMENT

          These Amended and Restated Articles of Incorporation may be amended,
     modified, altered or repealed only with the affirmative vote of the holders
     of a majority of the voting power of all the shares of capital stock of the
     Corporation entitled to vote generally in the election of Directors, voting
     together as a single class.


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     10. The undersigned has been authorized by the Bankruptcy Court to file
this Certificate with the Secretary of State in accordance with the Confirmation
Order.


     Executed under penalty of perjury this _____ day of October, 1998.


____________________________________         __________________________________
Daniel Cassella, President                   Thomas A. Lettero, Secretary

STATE OF NEVADA   )
                  )       ss.
COUNTY OF CLARK   )

     This instrument was acknowledged before me on October_____ , 1998 by Thomas
A. Lettero as Secretary of Stratosphere Gaming Corp.



                                             __________________________________
                                                       Notary Public

STATE OF NEVADA   )
                  )       ss.
COUNTY OF CLARK   )

     This instrument was acknowledged before me on October , 1998 by Daniel
Cassella as President of Stratosphere Gaming Corp.


                                             __________________________________
                                                       Notary Public

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                                    EXHIBIT A

             Debtors' Restated Second Amended Plan of Reorganization


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                                    EXHIBIT B

    Order Confirming Debtors' Restated Second Amended Plan of Reorganization