Exhibit 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                                  GAMECO, INC.

          FIRST: The name of the Corporation is Gameco, Inc.

          SECOND: The address of the Corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle. The name of its registered agent at such
address is The Corporation Trust Company.

          THIRD: The nature of the business or purposes to be conducted or
promoted are to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of the State of Delaware.

          FOURTH: The total number of shares of stock that the Corporation shall
have authority to issue is One Thousand Five Hundred (1,500) shares, all of
which shall be Common Stock of the par value of $.01 per share.

          FIFTH: The name and mailing address of the sole incorporator is as
follows:

               Name                            Mailing Address
               ----                            ---------------

               Emanuel J. Cotronakis           c/o Baker & Hostetler LLP
                                               3200 National City Center
                                               1900 East 9/th/ Street
                                               Cleveland, OH 44114

          SIXTH: The Board of Directors is authorized to make, alter or repeal
the By-Laws of the Corporation.



          SEVENTH: Any one or more directors may be removed, with or without
cause, by the vote or written consent of the holders of a majority of the issued
and outstanding shares of stock of the Corporation entitled to be voted at an
election of directors.

          EIGHTH: Meetings of stockholders shall be held at such place, within
or without the State of Delaware, as may be designated by or in the manner
provided in the By-Laws, or, if not so designated, at the registered office of
the Corporation in the State of Delaware. Elections of directors need not be by
written ballot unless and to the extent that the By-Laws so provide.

          NINTH: The Corporation reserves the right to amend, alter or repeal
any provision contained in this Certificate of Incorporation in the manner now
or hereafter prescribed by statute, and all rights of stockholders herein are
subject to this reservation.

          TENTH: To the fullest extent permitted by the General Corporation Law
of the State of Delaware, as the same exists or may hereafter be amended, a
director of the Corporation shall not be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.

          THE UNDERSIGNED, being the incorporator above named for the purposes
of forming a corporation pursuant to the General Corporation Law of the State of
Delaware, has signed this instrument the 17th day of April, 2001 and does
thereby acknowledge that it is his act and deed and that the facts stated
therein are true.



                                                    /s/ Emanuel J. Cotronakis
                                                  ______________________________
                                                  Emanuel J. Cotronakis
                                                  Sole Incorporator

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