Exhibit 10.2

                               SEPTEMBER 30, 1995

                                  AMENDMENT TO
                              SHUFFLE MASTER, INC.
                             1993 STOCK OPTION PLAN

The Board of Directors (the "Board") of Shuffle Master, Inc. (the "Company"),
pursuant to Section 18 of the 1993 Stock Option Plan (the "Plan"), hereby
amends, effective as of the date hereto, Section 7.)(02) by adding the following
language thereto:

         The vesting and time of exercise of each option is subject to the
         additional provision of Section 7.)(10) hereof.

The Board, pursuant to Section 18, further amends the Plan by adding the
following language as Section 7.)(10):

         (10) Acceleration of vesting and exercisability in the event of certain
         events. Any Option, whether granted prior to the date of the amendment
         to the Plan adding this Section, or after such date, shall be subject
         to the following additional provisions regarding vesting and
         exercisability unless, at the time of grant, this Section is
         specifically referred to and this Section is specifically stated to not
         be applicable to such grant.

         Notwithstanding any requirements for vesting and time of exercisability
         of any Option as set forth in the Option Agreement with each optionee
         or as otherwise determined by the Committee, any Option granted under
         this Plan, to the extent not already terminated, shall become vested
         and immediately exercisable if any of the following occur:

                  (a) any person (other than the Company) shall make a tender
                  offer to acquire such number of shares of the Company's common
                  stock as shall constitute twenty percent (20%) or more of the
                  Company's outstanding common stock;

                  (b) the Company shall announce that it has entered into an
                  agreement (including a nonbinding letter of intent or other
                  similar informal arrangement) which agreement contemplates the
                  issuance or transfer (or assignment of voting rights) related
                  to shares of common stock (or other securities convertible
                  into or exchangeable for common stock) representing at least
                  twenty percent (20%) of the outstanding common stock of the
                  Company (including a series of similar transactions effected
                  within six (6) months which, in the aggregate, contemplate the
                  issuance and/or transfer of at least twenty percent (20%) of
                  the Company's outstanding common stock);

                  (c) a proxy statement, whether issued by the Company or
                  another shareholder, proposes a vote at a shareholder meeting
                  related to any merger of the Company, any sale of
                  substantially all of the Company's


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                  assets, or any reorganization of the Company involving a
                  change in beneficial ownership of the Company; or

                  (d) any other event which the Option Committee determines is
                  of similar effect, such determination to be made by the
                  Committee on an event-by-event basis.

         Nothing in this provision shall limit or shorten the period during
         which any such option is exercisable. If an option provides for
         exercisability during a limited period after a contingency is
         satisfied, and the initial exercisability of the option is accelerated
         by means of this provision, the expiration of such option shall be
         delayed until the contingency has been satisfied and the option shall,
         thereafter, remain exercisable for the balance of the period initially
         contemplated by the option grant. (For example, if an option is granted
         providing that it shall be exercisable for a period of ninety (90) days
         after a triggering event, and such option is subject to the provisions
         of this Section providing that it shall become immediately exercisable,
         it shall thereafter remain exercisable until such triggering event has
         occurred and ninety (90) days has passed.)

         Any acceleration or extension of exercisability pursuant to this
         Section shall not extend such exercisability beyond the expiration set
         forth in Section 7.)(02) nor beyond the maximum term set forth in
         Sections 7.)(03) and 7.)(04).

         If the acceleration of vesting and exercisability set forth in this
         Section 7.)(10) should cause any Options, previously designated as
         Incentive Stock Options pursuant to Section 5.) hereof, to cease to
         qualify as Incentive Stock Options because the aggregate Fair Market
         Value of the stock with respect to which any Incentive Stock Options
         are exercisable for the first time by any individual employee shall
         exceed $100,000 due to such acceleration of exercisability, the Option
         Committee may, but is not required to:

                  (i) designate which Options then outstanding shall continue to
                  be categorized as Incentive Stock Options and which shall be
                  Nonqualified Options;

                  (ii) delay acceleration of some or all Options to a later tax
                  year so that the Options as to which acceleration of
                  exercisability is delayed will continue to qualify as
                  Incentive Stock Options (provided, however, that any such
                  delay in acceleration shall not extend exercisability beyond
                  the maximum term set forth in Section 7.)(02) nor beyond the
                  expiration set forth in Sections 7.)(03) or 7.)(04)).

         If the Option Committee does not make either such designation, the
         earliest-granted (without regard to date of vesting) Options shall be
         deemed to continue as Incentive Stock Options until the dollar
         limitation set forth in Section 5.) has been met and all remaining
         Options shall be Nonqualified Options.


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