Exhibit 3.40

                            ARTICLES OF INCORPORATION

TO: The Secretary of State of the State of Iowa:

          The undersigned, acting as Incorporator of a corporation under the
Iowa Business Corporation Act, under Chapter 490 of the Iowa Code, adopts the
following Articles of Incorporation for such corporation:

          I. The name of the corporation is:

               IOC Davenport, Inc.

          II. The period of its duration is perpetual.

          III. The purpose or purposes for which the corporation is organized
are:

     The purpose for which the corporation is organized is to transact any or
     all lawful business for which corporations may be incorporated under the
     Iowa Business Corporation Act.

          IV. The aggregate number of shares which the corporation is authorized
to issue is 100,000 consisting of one class, without par value.

          V. The address of the initial registered office of the corporation is
220 N Main, Ste. 600, Davenport, IA 52801, and the name of its initial
registered agent at such address is Curtis E. Season.

          V1. The name and address of the incorporator is:

          Name                     Address
          ----                     -------

          Curtis E. Season         220 N Main, Ste. 600
                                   Davenport, IA 52801

          VII. The corporate existence shall commence on the date on which the
Secretary of State of the State of Iowa shall issue a Certificate of
Incorporation for the corporation.

          VIII. A director of this corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability to the extent provided by applicable
law (i) for any breach of the director's duty of loyalty to the corporation or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation



of the law, (iii) for any transaction from which the director derived an
improper personal benefit, or (iv) under Section 833 of the Iowa Business
Corporation Act. No amendment to or repeal of this Article shall apply to or
have ant effect on the liability or alleged liability of any director of the
corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal. The directors of this corporation
have agreed to serve as directors in reliance upon the provisions of this
Article.

          DATED this 21/st/ day of July 2000.


                                                  /s/ Curtis E. Beason
                                                  ------------------------------
                                                  Curtis E. Beason, Incorporator

STATE OF IOWA   )
                ) ss:
COUNTY OF SCOTT )

          On this 21/st/ day of July 2000 before me, the undersigned, a Notary
Public in and for said State, personally appeared Curtis E. Beason, to me known
to be the identical person named in and who executed the foregoing instrument,
and acknowledged that he executed the same as his voluntary act and deed.


                                                  /s/ Illegible
                                                  ------------------------------
                                                  Notary Public in and for
(Notary Seal)                                     said Country and State

                                       -2-