Exhibit - 10.31
        Amendment to Shuffle Master, Inc. Outside Directors' Option Plan
                            Effective March 28, 2001


                                  AMENDMENT TO
                              SHUFFLE MASTER, INC.
                         OUTSIDE DIRECTORS' OPTION PLAN
                            EFFECTIVE MARCH 28, 2001


         The undersigned, the Chief Executive Officer of Shuffle Master, Inc. a
Minnesota corporation (the "Corporation"), does hereby certify that effective as
of the 28th day of March, 2001, the following resolution was adopted by the
Board of Directors of the Corporation in accordance with the applicable
provisions of Minnesota law:

Resolution Amending Outside Directors' Option Plan, as amended, (the "Plan")
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         RESOLVED, that the undersigned, the members of the Board of Directors
of the Corporation, pursuant to Section 10 of the Plan and the applicable
provisions of Minnesota law, hereby resolve that Section 5 of the Plan be
amended by deleting the existing Section 5. (02) in its entirety and replacing
it with the following new section 5. (02):

          "(02) Exercise Price. The exercise price of an Option granted pursuant
         to Section 5. (01) (a) or (b) shall be 100% of the value of the Stock
         on the grant date determined in accordance with Section 6 hereof. The
         exercise price of an Option granted under Section 5. (01) (c) shall be
         such price as determined by the Board of Directors at the time it makes
         the grant, including a price which can be determined on the basis of
         future events."

         IN WITNESS WHEREOF, I have hereunto subscribed my name this 28th day of
March, 2001.

                                        /s/ Joseph J. Lahti
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                                        Joseph J. Lahti, Chief Executive Officer