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                      CERTIFICATE OF AMENDMENT
                              TO THE
                       AMENDED AND RESTATED
                    ARTICLES OF INCORPORATION
                               OF
                      CREATIVE GAMING, INC.
                      ---------------------

To:	The Secretary of State
   	State of New Jersey

 Pursuant to the provisions of Section 14A:17.15.1(3) of 
the Business Corporation Act of the State of New Jersey, the 
undersigned corporation executes the following Certificate 
of Amendment to its Amended and Restated Articles of 
Incorporation:

	1.	The name of the Corporation is Creative Gaming, Inc.

	2.	The following is a copy of a resolution duly 
adopted by the directors of the Corporation unanimously on 
September 29, 1997:

	RESOLVED, that the opening paragraph of Articles IV and 
paragraph (a) thereto of the Amended and Restated Articles 
of Incorporation (the "Articles of Incorporation") relating 
to the Capital Stock of the Corporation be, and the same 
hereby is, amended to read as follows:

          ARTICLES IV:  CAPITAL STOCK

 The total number of shares of capital stock 
authorized to be issued by the Corporation will be 
Five Million Three Hundred Thirty-Three Thousand 
Three Hundred Thirty-Three (5,333,333) shares, 
divided into two classes, as follows:

(a)     Three million three hundred thirty-
three thousand three hundred thirty-three 
(3,333,333) shares of Common Stock, having no par 
value per share (hereinafter sometimes referred to 
as "Common Stock")

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	All remaining provisions of the Articles of 
Incorporation shall remain in full force and 
effect.

	3.	The Amendment to the Articles of Incorporation 
will not adversely effect the rights or preferences of the 
holders of outstanding shares of any class or series and 
will not result in the percentage of authorized shares that 
remain unissued after the combination exceeding the 
percentage of authorized shares that was unissued before the 
combination.

	4.	Each outstanding old share of the Common Stock, no 
par value, of which there are 26,385,991 shares outstanding, 
shall be reclassified and combined into one-thirtieth of a 
new share of the Common Stock, no par value, and the 
authorized shares of the Common Stock, no par value, shall 
be reduced from 100,000,000 to 3,333,333.

	5.	The effective date of the combination shall be 
October 30, 1997.

Dated this 17th day of October, 1997

                            CREATIVE GAMING, INC.

                            By: /s/ Peter J. Jegou
                               ---------------------- 
                                Peter J. Jegou, President