EXHIBIT 3.2A

                            AMENDMENTS TO BYLAWS OF
                             CASINO AMERICA, INC.
                            DATED FEBRUARY 7, 1997

1.      REVISED BYLAW SECTION 2.3
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        2.3 Special Meetings.  Special meetings of the stockholders entitled to
vote shall be called by the Secretary at any time upon request of the Chairman
of the Board, the President or the Board of Directors (acting upon majority 
vote).

2.      NEW BYLAW SECTION 2.9
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        2.9 Advance Notification of Proposals at Stockholders Meetings.  If a 
stockholder desires to submit a proposal for consideration at an annual or 
special stockholders meeting or to nominate persons for election as directors at
any stockholders meeting duly called for the election of directors, written 
notice of such stockholder's intent to make such a proposal or nomination must 
be given and received by the Secretary of the corporation at the principal 
executive offices of the corporation either by personal delivery or by United 
States mail not later than (i) with respect to an annual meeting of 
stockholders, sixty (60) days prior to the anniversary date of the immediately 
preceding annual meeting, and (ii) with respect to a special meeting of 
stockholders; the close of business on the tenth day following the date on which
notice of such meeting is first sent or given to stockholders.  Each notice 
shall describe the proposal or nomination in sufficient detail for the proposal 
or nomination to be summarized on the agenda for the meeting and shall set forth
(i) the name and address, as it appears on the books of the corporation, of the 
stockholder who intends to make the proposal or nomination; (ii) a 
representation that the stockholder is a holder of record of stock of the 
corporation entitled to vote at such meeting and intends to appear in person or 
by proxy at the meeting to present such proposal or nomination; and (iii) the 
class and number of shares of the corporation that are beneficially owned by the
stockholder. In addition, in the case of a stockholder proposal, the notice
shall set forth the reasons for conducting such proposed business at the meeting
and any material interest of the stockholder in such business. In the case of a
nomination of any person for election as a director, the notice shall set forth:
(i) the name and address of any person to be nominated; (ii) a description of
all arrangements or understandings between the stockholder and each nominee and
any other person or persons (naming such person or persons pursuant to which the
nomination or nominations are to be made by the stockholder); (iii) such other
information regarding such nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended; and (iv) the consent of
each nominee to serve as a director of the corporation if so elected. The
presiding officer of the annual or special meeting shall, if the facts warrant,
refuse to acknowledge a proposal or nomination not made in compliance with the
foregoing procedure, and any such proposal or nomination not properly brought
before the meeting shall not be considered.