EX-T3A-46

In accordance with Minnesota Statutes Chapter 302A and in order to effectuate the conversion of Grand Casinos of Mississippi, Inc.-Biloxi, a Minnesota corporation, to a limited liability company, the undersigned hereby certifies as follows:

The effective time of the conversion on December 31, 2007 shall be 11:59 p.m. Central Standard Time.

IN WITNESS WHEREOF, these Articles of Conversion are executed by the Converting Entity as of December 27, 2007.


GRAND CASINOS OF MISSISSIPPI, INC.-BILOXI

By:		/s/ Charles L. Atwood
		Charles L. Atwood, Senior Vice President and Treasurer

Plan of Conversion adopted for Grand Casinos of Mississippi, Inc.-Biloxi a business corporation organized under the laws of the State of Minnesota on June 12,1992:

1. The name and address of the converting entity is Grand Casinos of Mississippi, Inc.-Biloxi, One Caesars Palace Drive, Las Vegas, Nevada 89109, and it is governed by the laws of the State of Minnesota.

2. The name and address of the proposed converted entity will be Grand Casinos of Biloxi, LLC, One Caesars Palace Drive, Las Vegas, Nevada 89109, and it will be governed by the laws of the State of Minnesota.

3. Grand Casinos of Mississippi, Inc.-Biloxi shall, pursuant to the provisions of the laws of the State of Minnesota, be converted to a single-member limited liability company, to wit, Grand Casinos of Biloxi, LLC, which shall be the converted entity and which shall continue to exist as said converted entity under the name “Grand Casinos of Biloxi, LLC” pursuant to the provisions of the Minnesota Limited Liability Company Act. The separate existence of Grand Casinos of Mississippi, Inc.-Biloxi, which is sometimes referred to as the “converting entity”, shall cease upon the effective date of the conversion pursuant to the provisions of the Minnesota Business Corporation Act.

4. The Articles of Organization of the converted entity when the conversion becomes effective, the form of which is attached hereto, shall be the Articles of Organization of said converted entity and said Articles of Organization shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the Minnesota Limited Liability Company Act.

5. Grand Casinos, Inc. currently is and will be the sole stockholder of the converting entity through the effective date of the conversion. Grand Casinos, Inc. shall be the sole member of the converted entity on the effective date of the conversion.

6. At the effective time of the conversion and without any action on the part of the converting entity or the converted entity, each authorized share of capital stock of the converting entity, $0.01 par value per share, then issued and outstanding, shall be cancelled and retired and cease to exist and no consideration shall be delivered in exchange therefore.

7. The officers of the converting entity are hereby authorized, empowered, and directed to do any and all acts and things, and to make, execute, deliver, file, and record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Plan of Conversion or of the conversion herein provided.

8. The conversion of the converting entity to a single-member limited liability company is intended to qualify under Section 332 of the Internal Revenue Code as a plan for the complete liquidation of Grand Casinos of Mississippi, Inc.-Biloxi.

The effective date of the Plan of Conversion, and the time when the conversion therein agreed upon shall become effective shall be 11:59 p.m. Central Standard Time, December 31, 2007.