Exhibit 2.1

                           CERTIFICATE OF DISSOLUTION

                                       OF

                          PENINSULA GAMING CORPORATION

      PENINSULA GAMING CORPORATION,  a corporation  organized and existing under
the General Corporation Law of the State of Delaware (the  "Corporation"),  DOES
HEREBY CERTIFY AS FOLLOWS:

      FIRST:   The name of the Corporation is Peninsula Gaming Corporation.

      SECOND:  The date the dissolution was authorized is April 16, 2004.

      THIRD:   The  dissolution of the  Corporation  has been duly authorized by
               its  board of  directors  and  stockholders  in  accordance  with
               Sections  275(a) and (b) of the  General  Corporation  Law of the
               State of Delaware.

      FOURTH:  The  following  is a  list  of the  names  and  addresses  of the
               directors of the Corporation:


      NAME                                 ADDRESS
      ----                                 -------
      M. Brent Stevens                     c/o Peninsula Gaming Partners, LLC
                                           400 East Third Street
                                           P.O. Box 1750
                                           Dubuque,  IA 52004-1750

      Michael S. Luzich                    c/o Peninsula Gaming Partners, LLC
                                           400 East Third Street
                                           P.O. Box 1750
                                           Dubuque, IA 52004-1750

      FIFTH:      The following is a list of the names and addresses of the
                  officers of the Corporation.


      NAME                 OFFICE             ADDRESS
      ----                 ------             -------
      M. Brent Stevens     President          c/o Peninsula Gaming Partners, LLC
                                              400 East Third Street
                                              P.O. Box 1750
                                              Dubuque,   IA  52004-1750

      Michael S. Luzich    Vice-President     c/o Peninsula Gaming Partners, LLC
                                              400 East Third Street
                                              P.O. Box 1750
                                              Dubuque, IA 52004-1750

      Natalie A. Schramm   Treasurer          c/o Peninsula Gaming Partners, LLC
                                              400 East Third Street
                                              P.O. Box 1750
                                              Dubuque, IA 52004-1750




      IN WITNESS  WHEREOF,  the  Corporation  has  caused  this  certificate  of
dissolution  to be executed by its  authorized  directors  this 17th day of June
2004.



                                                      /s/  M. Brent Stevens
                                                      --------------------------
                                                      Name:  M. Brent Stevens
                                                      Title:    Director



                                                      /s/   Michael S. Luzich
                                                      --------------------------
                                                      Name:  Michael S. Luzich
                                                      Title:    Director