Exhibit 10.3

                                DECEMBER 9, 1995

                                  AMENDMENT TO
                              SHUFFLE MASTER, INC.
                             1993 STOCK OPTION PLAN

The Board of Directors ("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 hereof, the Plan by adding the following
language as Section 7.)(11):

         (11) Acceleration of vesting and exercisability in the event of a call
         of an option by the Company. 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 the 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 the Company gives notice of its
         intention to exercise its right to call such Option.

         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,
         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 is 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:


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                  (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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