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                                                                   EXHIBIT 3.3
                             PDS FINANCIAL CORPORATION

                               ARTICLES OF AMENDMENT
                                         TO
                             ARTICLES OF INCORPORATION


     The undersigned President of PDS FINANCIAL CORPORATION, a corporation
formed pursuant to Minnesota Statutes (the "Corporation"), in order to amend the
Articles of Incorporation of the Corporation hereby states as follows:

     The following amendment to the Articles of Incorporation of the Corporation
was adopted by the Written Action of the Corporation's sole shareholder taken in
lieu of a meeting in accordance with Minnesota Statutes, Chapter 302A.441,
effective March 24, 1994:

     RESOLVED, that the Articles of Incorporation of the Corporation be amended
     to add Article IX as follows:

                                    "ARTICLE IX

     A.   No Person may become the Beneficial Owner of five percent (5%) or more
          of any class or series of the corporation's issued and outstanding
          capital stock unless such person agrees in writing to: (i) provide to
          the Gaming Authorities information regarding such Person, including
          without limitation thereto, information regarding other gaming-related
          activities of such Person and financial statements, in such form, and
          with such updates, as may be required by any Gaming Authority; (ii)
          respond to written or oral questions that may be propounded by any
          Gaming Authority; and (iii) consent to the performance of any
          background investigation that may be required by any Gaming Authority,
          including without limitation thereto, an investigation of any criminal
          record of such Person.

     B.   Notwithstanding any other provisions of these Articles of
          Incorporation, but subject to the provisions of any resolution of the
          Board of Directors creating any series of preferred stock or any other
          class of stock which has a preference over common stock with regard to
          dividends or upon liquidation, outstanding shares of capital stock
          held by a Disqualified Holder shall be subject to redemption at any
          time by the corporation by action of the Board of Directors.  The
          terms and conditions of such redemption shall be as follows:

          (1)  the redemption price of the shares to be redeemed pursuant to
               this section B of Article IX shall be equal to the Fair Market

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               Value of such shares or such other redemption price as required
               by pertinent state or federal law pursuant to which the
               redemption is required;

          (2)  the redemption price of such shares may be paid in cash,
               Redemption Securities or any combination thereof;

          (3)  if less than all the shares held by Disqualified Holders are to
               be redeemed, the shares to be redeemed shall be selected in such
               manner as shall be determined by the Board of Directors, which
               may include selection first of the most recently purchased shares
               thereof, selection by lot, or selection in any other manner
               determined by the Board of Directors;

          (4)  at least thirty (30) days' written notice of the Redemption Date
               shall be given to the record holders of the shares selected to be
               redeemed (unless waived in writing by any such holder) provided
               that the Redemption Date may be the date on which written notice
               shall be given to record holders if the cash or Redemption
               Securities necessary to effect the redemption shall have been
               deposited in trust for the benefit of such record holders and
               subject to immediate withdrawal by them upon surrender of the
               stock certificates for their shares to be redeemed.

          (5)  from and after the Redemption Date or such earlier date as
               mandated by pertinent state or federal law, any and all rights of
               whatever nature, which may be held by the Beneficial Owners of
               shares selected for redemption (including without limitation any
               rights to vote or participate in dividends declared on stock of
               the same class or series as such shares), shall cease and
               terminate and they shall thereafter be entitled only to receive
               the cash or Redemption Securities payable upon redemption; and

          (6)  such other terms and conditions as the Board of Directors shall
               determine.

     C.   Definitions.  Capitalized terms used in this Article IX shall have the
          meanings provided below:

               "Affiliate" and "Associate" shall have the respective meanings
          ascribed to such terms in Rule 12b-2 under the General Rules and
          Regulations under the Securities Exchange Act of 1934, as amended (the
          "Act"). The term "registrant" as used in such Rule 12b-2 shall mean
          the corporation.

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               "Beneficial Owner" shall mean any person who, singly or together
          with any of such person's Affiliates or Associates, directly or
          indirectly, has "beneficial ownership" of capital stock (as determined
          pursuant to Rule 13d-3) of the Act.

               "Disqualified Holder" shall mean any Beneficial Owner of shares
          of capital stock of the corporation or any of its Subsidiaries, whose
          holding of shares of capital stock may result or, when taken together
          with the holding of shares of capital stock by any other Beneficial
          Holder, may result, in the judgment of the Board of Directors, in (i)
          the disapproval, modification, or non-renewal of any contract under
          which the corporation or any of its Subsidiaries has sole or shared
          authority to manage any gaming operations, or (ii) the loss or
          non-reinstatement of any license or franchise from any governmental
          agency held by the corporation or any Subsidiary to conduct any
          portion of the business of the corporation or any Subsidiary, which
          license or franchise is conditioned upon some or all of the holders of
          capital stock meeting certain criteria.

               "Fair Market Value" of a share of capital stock shall mean the
          average Closing Price for such a share for each of the 45 most recent
          days during which shares of stock of such class or series shall have
          been traded preceding the day on which notice of redemption shall have
          been given pursuant to Paragraph (4) of Section B of Article IX;
          provided, however, that if shares of stock of such class or series are
          not traded on any securities exchange or in the over-the-counter
          market, "Fair Market Value" shall be determined by the Board of
          Directors in good faith; and provided, further, however, that "Fair
          Market Value" as to any stockholder who purchases any stock subject to
          redemption within 120 days prior to a Redemption Date need not (unless
          otherwise determined by the Board of Directors) exceed the purchase
          price paid for such shares.  "Closing Price" on any day means the
          reported closing sales price or, in case no such sale takes place, the
          average of the reported closing bid and asked price on the composite
          tape for the New York Stock Exchange-listed stock, or, if stock of the
          class or series in question is not quoted on such composite tape on
          the New York Stock Exchange, or, if such stock is not listed on such
          exchange, on the principal United States Securities Exchange
          registered under the Act on which such stock is listed, or, if such
          stock is not listed on any such exchange, the highest closing sales
          price or bid quotation for such stock on the National Association of
          Securities Dealers Automated Quotation System (including the National
          Market System) or any system then in use, or, if no such prices or
          quotations are available, the

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          fair market value on the day in question as determined by the Board of
          Directors in good faith.

               "Gaming Authorities" shall mean the National Indian Gaming
          Commission, or any other tribal or governmental authority regulating
          any form of gaming that has jurisdiction over the corporation or its
          Subsidiaries.

               "Person" shall mean any natural person, corporation, firm,
          partnership, association, government, governmental agency, or any
          other entity, whether acting in an individual, fiduciary, or any other
          capacity.

               "Redemption Date" shall mean the date fixed by the Board of
          Directors for the redemption of any shares of stock of the corporation
          pursuant to section B of this Article IX.

               "Redemption Securities" shall mean any debt or equity securities
          of the corporation, any Subsidiary or any other corporation, or any
          combination thereof, having such terms and conditions as shall be
          approved by the Board of Directors and which, together with any cash
          to be paid as part of the redemption price, in the opinion of any
          nationally recognized investment banking firm selected by the Board of
          Directors (which may be a firm which provides other investment
          banking, brokerage or other services to the corporation), has a value,
          at the time notice of redemption is given pursuant to Paragraph (4),
          section B of Article IX, at least equal to the Fair Market Value of
          the shares to be redeemed pursuant to section B of Article IX
          (assuming, in the case of Redemption Securities to be publicly traded,
          such Redemption Securities were fully distributed and subject only to
          normal trading activity).

               "Subsidiary" shall mean any company of which a majority of any
          class of equity security is beneficially owned by the corporation."

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     IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of April,
1994.



                    /s/  Johan P. Finley
                    --------------------------
                    Johan P. Finley, President
















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