Exhibit 3.5B

                            CERTIFICATE OF AMENDMENT OF

                            CERTIFICATE OF INCORPORATION

                                         OF

                       THE OLD EVANGELINE DOWNS CAPITAL CORP.



It is hereby certified that:

      1. The name of the  corporation is The Old Evangeline  Downs Capital Corp.
(the "Corporation").

      2. The  Certificate  of  Incorporation  of the  Corporation  is amended to
delete  ARTICLE FIRST  thereof and  substitute in lieu of said ARTICLE FIRST the
following new ARTICLE FIRST:

FIRST:   The  name  of  the   Corporation   is  Peninsula   Gaming  Corp.   (the
         "Corporation").

      3. The amendment of the Certificate of Incorporation  herein certified has
been duly  adopted and written  consent  has been given in  accordance  with the
provisions of Sections 228 and 242 of the General  Corporation  Law of the State
of Delaware.

      IN WITNESS  WHEREOF,  I have  hereunto set my  signature  this 17th day of
June, 2004.



                                    By:  /s/ M. Brent Stevens
                                        -----------------------------------
                                         Name:  M. Brent Stevens
                                         Title:    Chief Executive Officer