ARTICLES OF AMENDMENT
                                     TO THE
                            ARTICLES OF INCORPORATION
                                       OF
                            RIVIERA BLACK HAWK, INC.



            Pursuant to the provisions of the Colorado Business Corporation Act,
the undersigned  corporation  adopts the following  Articles of Amendment to its
Articles of Incorporation:

FIRST:  The name of the corporation is:  RIVIERA BLACK HAWK, INC.

SECOND: The following amendment to the Articles of Incorporation was
        adopted on February 28, 1999.  Such amendment was adopted by
        unanimous vote of the sole shareholder.

THIRD:  The Articles of Incorporation of the corporation filed on
        August 18, 1997, are amended to add a new Article which is numbered
        IX to be and read as follows:

                                   ARTICLE IX
                         Required Transfer Restrictions

            The  corporation  shall  not issue any  voting  securities  or other
voting  interests  except in  accordance  with the  provisions  of the  Colorado
Limited Gaming Act and the regulations promulgated  thereunder.  The issuance of
any voting  securities or other voting  interests in violation  thereof shall be
void and such voting securities or other voting interests shall be deemed not to
be issued and outstanding until (a) the corporation shall cease to be subject to
the jurisdiction of the Colorado Limited Gaming Control  Commission,  or (b) the
Colorado  Limited  Gaming  Control  Commission  shall,  by  affirmative  action,
validate said issuance or waive any defect in issuance.

            No  voting  securities  or  other  voting  interests  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 Colorado Limited Gaming Act and the regulations promulgated thereunder.  Any
transfer in  violation  thereof  shall be void until (a) the  corporation  shall
cease to be subject to the  jurisdiction of the Colorado  Limited Gaming Control
commission,  or (b) the Colorado  Limited Gaming Control  Commission  shall,  by
affirmative action, validate said transfer or waive any defect in said transfer.

            If the  Colorado  Limited  Gaming  Control  Commission  at any  time
determines that a holder of voting  securities or other voting interests in this
corporation  is  unsuitable to hold such  securities or other voting  interests,
then the issuer of such voting  securities or other voting interests may, within
sixty  (60) days  after the  finding  of  unsuitability,  purchase  such  voting
securities or other voting interests of such unsuitable  person at the lesser of



(i) the cash equivalent of such person's investment in the corporation,  or (ii)
the current market price as of the date of the finding of  unsuitability  unless
such voting  securities or other voting  interests are transferred to a suitable
person  (as  determined  by the  Commission)  within  sixty  (60) days after the
finding of unsuitability. Until such voting securities or other voting interests
are owned by persons found by the Commission to be suitable to own them, (a) the
corporation  shall not be required or  permitted to pay any dividend or interest
with regard to the voting securities or other voting  interests,  (b) the holder
of such voting  securities  or other voting  interests  shall not be entitled to
vote on any  matter  as the  holder of the  voting  securities  or other  voting
interests,  and  such  voting  securities  or  other  voting  interests  of  the
corporation  entitled  to  vote,  and  (c)  the  corporation  shall  not pay any
remuneration in any form to the holder of the voting  securities or other voting
interests  except  in  exchange  for such  voting  securities  or  other  voting
interests as provided in this paragraph.


                                    RIVIERA BLACK HAWK, INC.



                                     By:________________________________
                                        William L. Westerman, President








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