SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

____________________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

____________________

GAMING PARTNERS INTERNATIONAL CORPORATION

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

36467A107

(CUSIP Number)

Michael T. Raymond

Dickinson Wright, PLLC

2600 W. Big Beaver Rd., Suite 300

Troy, Michigan 48084-3312

248-433-7274

_____________________________________________________________

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 27, 2012 (See Item 3)

(Date of Event which Requires Filing of This Statement)

____________________

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [___].

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 36467A107
1.	NAMES OF REPORTING PERSON Enclave Asset Management LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Florida
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER	0 shares
	8.	SHARED VOTING POWER	42,000  shares
	9.	SOLE DISPOSITIVE POWER	shares
	10.	SHARED DISPOSITIVE POWER	42,000 shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,000 shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  o
13.	0.5%
14.	00

2

CUSIP No. 36467A107
1.	NAMES OF REPORTING PERSON Jeffrey Gerstel
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER	0 shares
	8.	SHARED VOTING POWER	42,000  shares
	9.	SOLE DISPOSITIVE POWER	shares
	10.	SHARED DISPOSITIVE POWER	42,000 shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 42,000 shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  o
13.	0.5%
14.	IN

3

CUSIP No. 36467A107
1.	NAMES OF REPORTING PERSON: Jesse R. Gerstel
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER	14,800 shares
	8.	SHARED VOTING POWER	45,500 shares
	9.	SOLE DISPOSITIVE POWER	14,800 shares
	10.	SHARED DISPOSITIVE POWER	45,500 shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 60,300 shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  o
13.	.7%
14.	IN

4

CUSIP No. 36467A107
1.	NAMES OF REPORTING PERSON: Eileen Gerstel
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER	1,500 shares
	8.	SHARED VOTING POWER	3,500 shares
	9.	SOLE DISPOSITIVE POWER	1,500 shares
	10.	SHARED DISPOSITIVE POWER	3,500 shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,000 shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  o
13.	.1%
14.	IN

5

CUSIP No. 36467A107
1.	NAMES OF REPORTING PERSON Warren S. Spivak
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER	332,724 shares
	8.	SHARED VOTING POWER	0 shares
	9.	SOLE DISPOSITIVE POWER	332,724 shares
	10.	SHARED DISPOSITIVE POWER	0 shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 332,724 shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  o
13.	4.1%
14.	IN

6

CUSIP No. 36467A107
1.	NAMES OF REPORTING PERSON Lewis Roger Felder MD
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) x (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS PF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER	75,824 shares
	8.	SHARED VOTING POWER	0 shares
	9.	SOLE DISPOSITIVE POWER	75,824 shares
	10.	SHARED DISPOSITIVE POWER	0 shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 75,824 shares
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  o
13.	0.9%
14.	IN

7

Item 1.    Security and Issuer

The class of equity securities to which this Schedule 13D relates is the common stock, par value $0.01 per share, of Gaming Partners International Corporation (“Issuer” or “GPIC”).  The principal executive offices of GPIC are located at 1700 South Industrial Road, Las Vegas, Nevada 89102.

Item 2.    Identity and Background

(a) The names of the persons filing this statement on Schedule 13D (collectively, the “Reporting Persons”) are:

Enclave Asset Management LLC

Jeffrey Gerstel

Jesse R. Gerstel

Eileen Gerstel

Warren S. Spivak

Lewis Roger Felder, MD

Enclave Asset Management LLC is a Florida limited liability company and its principal business is the management of family investment assets.

(b) The business address of Enclave Asset Management LLC, Jeffrey Gerstel, Jesse R. Gerstel and Eileen Gerstel is 6456 Enclave Way, Boca Raton, Florida 33496.

The business address of Mr. Spivak is 8230 Nevis Place, Wellington, Florida 33414.

The business address of Mr. Felder is 2125 NE 201 Street, Miami, Florida 33179.

(c) Jeffrey Gerstel, Jesse Gerstel and Eileen Gerstel are self-employed entrepreneurs.  Their business address is 6456 Enclave Way, Boca Raton, Florida 33496

Mr. Spivak is an investor.  His address is 8230 Nevis Place, Wellington, Florida 33414.

Mr. Felder is a physician employed by GastroHealth PL.  The address of his employer is 16866 NE 2nd Avenue #202, North Miami Beach, Florida 33162.

(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

8

(f) All reporting persons are citizens of the United States of America, other than Enclave Asset Management LLC, which is a Florida limited liability company.

Item 3.  Source and Amount of Funds or Other Consideration.

The Reporting Persons expended an aggregate of approximately $2,035,785 (including commissions) to purchase 470,348 shares of Common Stock.  Funds used to purchase reported securities have come from investable capital of Enclave Asset Management LLC and from the personal funds of the other Reporting Persons.

Item 4.  Purpose of Transaction

The Reporting Persons have acquired their Shares of the Issuer for investment.  The Reporting Persons continuously evaluate and reevaluate their respective investments in the Shares.

The Reporting Persons have agreed to act in concert with the common purpose of assessing whether the Issuer's management and board of directors are currently acting in the best interests of the shareholders and to potentially develop and recommend various courses of action for consideration by the Issuer’s management and board of directors that the Reporting Persons believe will maximize shareholder values.  A copy of the written Joint Filing Agreement among the Reporting Persons is attached as Exhibit 1.

As background, Jeffrey Gerstel, individually and on behalf of Enclave Asset Management LLC, has sent numerous written letters and electronic communications to various members of management and the board of directors of the Issuer. See, for example, the letter to the board of directors of the Issuer dated July 8, 2011 attached hereto as Exhibit 2. In these various communications, Mr. Gerstel has expressed his opinion that:

1.           Management has failed to develop and/or implement effective strategies to exploit GPIC’s proprietary technology and to materially grow GPIC’s business and revenue;

2.           Management has not prudently deployed, utilized or re-invested a cash surplus of approximately $25 million (as reflected in its quarterly report for the period ended September 30, 2011);

3.           Management has engaged in employment and compensation practices that constitute conflicts of interest and/or self-dealing; and

4.           Management has not timely disclosed certain material contracts and related party transactions or relationships.

The legitimate concerns expressed in Mr. Gerstel’s communications to management and the board of directors have generally been ignored or side-stepped. For example, following Mr. Gerstel’s July 8. 2011 letter, the board of directors in a letter dated July 18, 2011 and attached hereto as Exhibit 3, responded in a superficial, generic and dismissive manner to the various and detailed concerns expressed by Mr. Gerstel. As subterfuge for an apparent desire to avoid accountability to a concerned shareholder, the board of directors mistakenly inferred that insider trading rules prevented them from being fully responsive. This was baffling to Mr. Gerstel since his letter was not an attempt to illicit material, non-public information from the board, but instead was a request for explanations or embellishments regarding previously disclosed corporate matters.

9

On January 17, 2012, Enclave Asset Management, LLC, Jeffrey Gerstel, Jesse Gerstel, Eileen Gerstel and Warren Spivak, through counsel retained by them, sent a letter to the Board of Directors demanding that the Board immediately terminate the employment, for cause, of CEO Gregory Gronau and CFO Gerald Koslow and that GPIC commence a lawsuit against them.  A copy of the January 17th letter is attached as Exhibit 4.  The letter also outlined a series of acts that, in the belief of the Reporting Persons, constitute further acts of incompetence, gross mismanagement and even self-dealing.  More specifically, the Reporting Persons contend that:

1.           Management has caused GPIC to engage in a share repurchase program that serves no legitimate corporate purpose.

2.           Management has engaged in self-dealing and nepotism by hiring Mr. Gronau’s wife to provide real estate consulting services to the Company and Mr. Thieffry’s son in a significant accounting role;

3.           With little or no justification, Management has terminated and compelled the resignation of highly performing personnel, such as Christophe Leroux (leading chip salesman) and Remi Nicolas (accountant for GPI SAS), and has replaced them with less experienced and incompetent employees; and

4.           Management has failed to retain competent technology and engineering personnel and has been derelict in the management of its RFID technology license agreement, including by missing deadlines and opportunities for cooperation.

The Reporting Persons received a response to their  January 17th letter from counsel to GPIC on January 27, 2012.  The letter did not indicate that independent counsel had been retained by the Board to evaluate the concerns expressed by the Reporting Persons, yet was critical and dismissive of those concerns. A copy of the January 27th letter is attached hereto as Exhibit 5. 

On February 1, 2012, counsel to the Reporting Persons  sent a reply letter to GPIC’s counsel, highlighting the need for independent counsel to the Board,  reiterating its concerns concerning the management of the Company and its disclosures and demanding that the Company implement procedures to preserve electronic communications, data and information.  A copy of the February 1st letter is attached as Exhibit 6.

The Reporting Persons reserve the right to continue to be in contact with the board of directors and management of the Issuer and other significant and principal shareholders of the Issuer regarding strategies and alternatives that the Issuer might pursue to maximize shareholder values.

The Reporting Persons reserve the right to effect transactions, by acquisition(s) or disposition(s) of Shares or otherwise, which would change the number of Shares that they currently beneficially own as a group.

The Reporting Persons reserve the right to act in concert with other shareholders of the Issuer for a common purpose, including but not limited to recommending various courses of action for consideration by the Issuer’s management and board of directors and other shareholders.

10

Item 5.  Interest in Securities of the Issuer.

(a) Each of the Reporting Persons beneficially owns the number of shares of common stock reflected in Column 1 of the table below next to his, her or its name.  Column 2 shows the percentage that such number of shares bears to 8,199,016, which is the total number of shares reflected as issued and outstanding on GPIC’s Quarterly Report on Form 10-Q for the period ended September 30, 2011.

	Column 1 Number of Shares	Column 2 Percentage of Shares Issued and Outstanding
Enclave Asset Management	42,000	0.5%
Jeffrey Gerstel	42,000	0.5%
Jesse R. Gerstel	60,300	0.7%
Eileen Gerstel	5,000	0.1%
Warren S. Spivak	332,724	4.1%
Lewis Roger Felder	75,824	0.9%

(b) The following table summarizes sole and share voting and dispositive power of the Reporting Persons.

	Sole Power to Vote or Direct the Vote	Shared Power to Vote or Direct the Vote	Sole Power to Dispose or Direct the Disposition of	Shared Power to Dispose or Direct the Disposition of
Enclave Asset Mgt LLC		42,000		42,000
Jeffrey Gerstel		42,000		42,000
Jesse R. Gerstel	14,800	45,500	14,800	45,500
Eileen Gerstel	1,500	3,500	1,500	3,500
Warren S. Spivak	332,724		332,724
Lewis Roger Felder	75,824		75,824

Jesse R. Gerstel is the managing partner of Enclave Asset Management LLC.  Jeffrey Gerstel (father and son, respectively) are the managing partners of Enclave Asset Management LLC and they share the power to direct the vote and disposition of 42,000 shares.

Jesse R. Gerstel and Eileen Gerstel (husband and wife, respectively) share the power to vote and dispose of 3,500 shares.

11

(c) On December 16, 2011, Enclave Asset Management LLC purchased 1300 shares on the open market at a purchase price of $6.01 for a total purchase price of $7,813.

(d) None

(e) Not applicable

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

None

Item 7. Material to be Filed as Exhibits.

Exhibit 1: Joint Filing Agreement

Exhibit 2: Letter from Enclave Management LLC to Board of Directors dated July 8, 2011

Exhibit 3: Letter from Board of Directors to Enclave Management dated July 18, 2011

Exhibit 4: Letter from Thomas G. McNeill, Esq. to the Board of dated January 17, 2012

Exhibit 5: Letter from Mark E. Ferrario, Esq. to Thomas G. McNeill, Esq. dated January 27, 2012

Exhibit 6: Letter from Thomas G. McNeill, Esq. to Mark E. Ferrario, Esq. dated February 1, 2012

12

Signature. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Enclave Asset Management LLC
By:	/s/ Jeffrey Gerstel	February 1, 2012
	Jeffrey Gerstel, Managing Partner
By:	/s/ Jeffrey Gerstel	February 1, 2012
	Jeffrey Gerstel
By:	/s/ Jesse R. Gerstel	February 1, 2012
	Jesse R. Gerstel
By:	/s/ Eileen Gerstel	February 1, 2012
	Eileen Gerstel
By:	/s/ Warren Spivak	February 1, 2012
	Warren Spivak
By:	/s/ Lewis Roger Felder	February 1, 2012
	Lewis Roger Felder MD

13

EX-99.1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Gaming Partners International Corporation (“GPIC”), and that this Agreement be included as an Exhibit to such joint filing.

Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Each of the undersigned further agrees to act in concert with the common purpose of assessing whether the management and board of directors of GPIC are currently acting in the best interests of its shareholders and to potentially develop and recommend various courses of action for consideration by GPIC’s management and board of directors that the Reporting Persons believe will maximize shareholder values.

Enclave Asset Management LLC
By:	/s/ Jeffrey Gerstel	January 27, 2012
	Jeffrey Gerstel, Managing Partner
By:	/s/ Jeffrey Gerstel	January 27, 2012
	Jeffrey Gerstel
By:	/s/ Jesse R. Gerstel	January 27, 2012
	Jesse R. Gerstel
By:	/s/ Eileen Gerstel	January 27, 2012
	Eileen Gerstel
By:	/s/ Warren Spivak	January 27, 2012
	Warren Spivak
By:	/s/ Lewis Roger Felder	January 27, 2012
	Lewis Roger Felder MD

EX-99.2

Exhibit 2

6456 Enclave Way

Boca Raton FL 33496

Telephone 561.997.7579

Fax                  561.998.7104

jeff@jgerstel.com

July 8, 2011

Gaming Partners International

Board of Directors

Alain Thieffry - Chairman

Martin Berkowitz – Director

Eric Endy – Director

Jean-Francois Lendais – Director

Robert Kelly – Director

Charles Henry - Director

1700 South Industrial Road

Las Vegas, NV 89102

Re: Unanswered Questions

VIA FASCIMILE and DELIVERY CONFIRMATION: 702-384-1965, 0310 3490 0002 2171 2779

Board of Directors,

I have been a shareholder since 2008; just around the same time Mr. Gronau the company.  Since that time your stock price has not appreciated to the level at which it could have.  When you issued the proxy, I was disappointed to learn that an American company scheduled their annual meeting half way around the world.  It appears you are treating this business as a private, non-public company.  I have reached out to management on numerous occasions and have never received a response.  I did have the opportunity to speak to Mr. Gronau and Mr. Koslow but they were unable to answer a few simple questions.

Next year I would like to see the annual shareholder meeting at a place a shareholder can actually attend.  Your shareholders meeting should be held at the corporate offices or a nearby location.  A shareholder meeting should not be held out of the United States.  This is an American Company, you should conduct business the same way other American companies conduct business.

Why doesn’t the company hold quarterly conference call to discuss earnings and have a question and answer period session similar to other public companies?

I am frustrated by the lack of response and communication from management.  I have spoken to GPI’s peers and associates’ learning that Mr. Gronau and Mr. Koslow does not have the expertise to grow the company.  It has become quite evident that the current management team you have put together is not capable or qualified to run this company and bring it to its potential.  You have two executives who have salaries that cannot be justified.  You are paying them above the salary level and benefits they deserve.

What is the company doing to enhance shareholder value? What are you doing to market the company?

6456 Enclave Way

Boca Raton FL 33496

Telephone 561.997.7579

Fax                  561.998.7104

jeff@jgerstel.com

What is your strategy to grow the company?  Within the SEC filings you mention you want to grow the company with strategic acquisitions.  What type of companies are you looking at? As small as the company is with a market cap of about 60 million, what do you expect to purchase to grow?

In August 2010 GPIC you entered into the RFID License and Transfer Agreement with IGT.  What has been done to exploit that contract and management system?

How do you plan on utilizing your large cash position? I would like to see the company incorporate a quarterly dividend.

Who is the independent Director?  Please contact me directly to discuss GPI.

The Board of Directors has a fiduciary duty to all the shareholders, especially the minority holders.  Your company is being mismanaged and needs to change.

Please contact me at your earliest convenience to discuss the above.  I thank you in advance for your time.

Warmest Regards,

/s/ Jeffrey Gerstel

__________________________________________

Jeffrey Gerstel, Managing Partner

EX-99.3

Exhibit 3

EX-99.4

Exhibit 4

500 Woodward Avenue, Suite 4000 Detroit, MI  48226-3425 Telephone:  (313) 223-3500 Facsimile:  (313) 223-3598 http://www.dickinsonwright.com Thomas G. McNeill TMcNeill@dickinsonwright.com (313) 223-3632

January 17, 2012

CERTIFIED MAIL -

RETURN RECEIPT REQUESTED

Board of Directors

Gaming Partners International Corporation

1700 Industrial Road

Las Vegas, NV  89102

Dear Members of the Board of Directors:

Our firm represents Enclave Asset Management, LLC, Jeffrey Gerstel, Jesse Gerstel, Eileen Gerstel and Warren Spivak (our “Clients”), the record and/or beneficial owners of approximately 4.81% of the common stock of Gaming Partners International Corporation (“GPIC” or “Company”). For the reasons outlined below, on behalf of our Clients, we demand that the Board of Directors immediately terminate the employment, for cause, of CEO Gregory Gronau and CFO Gerald Koslow (“Management”) and that GPIC commence a lawsuit against them. By commission and omission, Management has engaged in gross mismanagement and breaches of fiduciary duty and has caused GPIC to violate federal securities law.

As you are undoubtedly aware, a corporation's “board of directors has full control over the affairs of the corporation” under Nevada law.1 The board's responsibility to act on the corporation's behalf is “governed by the directors’ fiduciary relationship with the corporation and its shareholders.”2  The Nevada Supreme Court has stated that "the business judgment rule does not protect the gross negligence of uninformed directors.”3 Moreover, directors have an affirmative duty to know the affairs of the corporation and a “failure to supervise” is itself a serious breach of fiduciary duty.4

In numerous letters and electronic communications to the Company, our Client Jeffrey Gerstel has catalogued a number of Management’s failures and misconduct:

1.           Management has failed to develop and/or implement effective strategies to exploit GPIC’s proprietary technology and to materially grow GPIC’s business and revenue;

________________________

1 Nev. Rev. Stat. §78.120(1).

2 Shoen v. SAC Holding Corporation, 122 Nev. 621, 632 (2006).

3 Shoen, 122 Nev. at 640.

4 In re Western World Funding, Inc., 52 B.R. 743, 764-67 (D. Nev. 1985) reversed on other grounds by 985 F.2d 1021.

Detroit              Nashville            Washington, D.C.             Toronto               Phoenix      Las Vegas

Troy                     Ann Arbor                     Lansing                    Grand Rapids

Dickinson Wright PLLC

Board of Directors

Gaming Partners International Corporation

Page 2

2.           Management has not prudently deployed, utilized or re-invested a cash surplus of approximately $25 million (as reflected in its quarterly report for the period ended September 30, 2011);

3.           Management has engaged in employment and compensation practices that constitute conflicts of interest and/or self-dealing; and

4.           Management has not timely disclosed certain material contracts and related party transactions or relationships.

Management and the Board of Directors have failed to respond in any meaningful way to Mr. Gerstel’s written communications. See, for example, Exhibit A, letter dated July 18, 2011. We find particularly dismissive, disingenuous and erroneous the Board invoking insider trading rules as a purported basis for refusing to respond to legitimate shareholder inquiry and demands.

Our investigation discloses that Management has engaged in further acts of incompetence, gross mismanagement and even self-dealing:

1.           Management has caused GPIC to engage in a share repurchase program that serves no legitimate corporate purpose.

2.           Management has engaged in self-dealing and nepotism by hiring Mr. Gronau’s wife to provide real estate consulting services to the Company and Mr. Thieffry’s son in a significant accounting role;

3.           With little or no justification, Management has terminated and compelled the resignation of highly performing personnel, such as Christophe Leroux (leading chip salesman) and Remi Nicolas (accountant for GPI SAS), and has replaced them with less experienced and incompetent employees; and

4.           Management has failed to retain competent technology and engineering personnel and has been derelict in the management of its RFID technology license agreement, including by missing deadlines and opportunities for cooperation.

Management’s reputation for malfeasance and incompetence has become so well known that that key industry players and contacts simply refuse to conduct business with them, which makes it virtually impossible for GPIC to take advantage of any opportunities in the market.

In addition, Management has violated, and has caused GPIC to violate, federal securities law by presenting factual statements in GPIC’s securities filings that are inaccurate, misleading or incomplete. For example, GPIC’s 10-K for Fiscal Year 2010 and its 2011 Proxy Statement stated that there were no related party transactions as defined by Item 404 of Regulation S-K, despite the fact that, as noted above, Mr. Gronau hired his wife to conduct “real estate consulting services” for the Company in exotic locales such as Macau and France in which she presumably has no licensure.  Full disclosure would dictate an explanation concerning the nature and scope of these services, together with the total compensation, both cash and non-cash, paid to Mr. Gronau’s wife.

Detroit              Nashville            Washington, D.C.             Toronto               Phoenix      Las Vegas

Troy                     Ann Arbor                     Lansing                    Grand Rapids

Dickinson Wright PLLC

Board of Directors

Gaming Partners International Corporation

Page 3

GPIC erroneously stated in its 2011 Proxy Statement that Charles R. Henry and Robert J. Kelly are independent directors. NASDAQ rules require the Board to make an affirmative determination that individuals serving as independent directors do not have a relationship that would impair independence.5  The types of relationships that may impair independence extend beyond those listed in Rule 5605(a)(2).  In making its independence determination, the Board appears to have ignored the fact that both Messrs. Henry and Kelly are former employees of LFR, Inc., an affiliate of Holding Wilson, S.A.  We find this particularly disconcerting given that in the same Proxy Statement, GPIC states that it is a “controlled company” due to the group ownership of Ms. Carrette (Holding Wilson, S.A.) and Mr. Endy.  The Company’s express acknowledgement that GPIC is controlled by Holding Wilson is irreconcilable with its position that two of its directors – each former employees of an affiliate of Holding Wilson – are independent.  Messrs. Henry and Kelly are not independent directors.

As outlined above, Management’s misconduct constitutes various breaches of fiduciary duty in violation of Nev.Rev.Stat. §78.138(1) and (3), from which the business judgment rule does not insulate them. Management’s misconduct as outlined above constitutes violations of the Securities Exchange Act of 1934, including rules and regulations promulgated thereunder.

On behalf of our shareholder Clients, and pursuant to Nev.Rev.Stat. §41.520(2), we hereby demand that GPIC file a lawsuit against Messrs. Gronau and Koslow to recover damages which they proximately have caused the Company to sustain.6 We note that the “independent directors,” if any, must consider this shareholder demand and investigate the claims detailed herein, and such other claims as may be disclosed during the course of this investigation.7 We further note that the independent directors, if any, must retain separate and independent counsel to assist and advise them with respect to GPIC’s assertion of claims against Management,8 and that the Company’s General Counsel, Laura McAllister Cox, does not qualify as independent counsel.

In the meantime, on behalf of our Clients, we demand that that the Board of Directors immediately terminate the employment, for cause, of CEO Gregory Gronau and CFO Gerald Koslow. In addition, with a representative of our Clients, we wish to meet with you to discuss further remedial measures, including the formation of a search committee to identify and retain the best candidates to serve as CEO and CFO of the Company.

_______________________

5 NASDAQ IM 5605.

6 We recognize that that our Clients possess certain direct causes of action against Messrs. Gronau and Koslow and that they could assert additional claims derivatively if GPC fails to assert such claims or upon a proper allegation of demand futility (for example due to the lack of an independent board member). Shoen, 122 Nev. at 640.

7 Zapata Corp. v Maldonado, 430 A.2d 779 (Del. 1981).

8 Kahn v. Tremont, 694 A.2d 422 (Del. 1997); Kaplan v. Wyatt, 499 A.2d 1184, 1190 (Del. Super. Ct. 1985).

Detroit              Nashville            Washington, D.C.             Toronto               Phoenix      Las Vegas

Troy                     Ann Arbor                     Lansing                    Grand Rapids

Dickinson Wright PLLC

Board of Directors

Gaming Partners International Corporation

Page 4

On behalf of our Clients, we also request that you provide this letter to GPIC's auditors, Moss Adams LLP, for review and investigation in connection with the Company's financial statements for the year ending December 31, 2011 and, as may be appropriate, for reexamination of prior periods.

We look forward to your prompt written response.

Very truly yours,

/s/ Thomas G. McNeill

Thomas G. McNeill

cc:           Laura McAllister Cox, Esq. (via email)

Dennis J. Whittlesey, Esq.

Michael T. Raymond, Esq.

Detroit              Nashville            Washington, D.C.             Toronto               Phoenix      Las Vegas

Troy                     Ann Arbor                     Lansing                    Grand Rapids

EX-99.5

Exhibit 5

EX-99.6

Exhibit 6

500 Woodward Avenue, Suite 4000 Detroit, MI 48226-3425 Telephone: (313) 223-3500 Facsimile: (313) 223-3598 http://www.dickinsonwright.com Thomas G. McNeill TMcNeill@dickinsonwright.com (313) 223-3632

February 1, 2012

Mark E. Ferrario, Esq.

Greenberg Traurig

3773 Howard Hughes Parkway

Suite 400 North

Las Vegas, NV  89169

Re: Shareholder Demand Letter to Board of Directors of Gaming Partners International Corporation dated January 12, 2012

Dear Mr. Ferrario:

We have received your letter dated January 27, 2012.

In our letter dated January 12, 2012, on behalf of our Clients, we raised meritorious and serious claims concerning the gross mismanagement of Gaming Partners International Corporation (“GPIC” or the “Company”), which has damaged, and continues to damage, the Company and all of its shareholders. Your ultra defensive response, replete with shrill hyperbole and threats, simply continues the Company’s posture of refusing to face the facts while attempting to demonize the shareholders who seek redress of clearly identified and palpable gross mismanagement. Yours is a familiar but tired stratagem of protecting corporate wrongdoing at the expense of the investing public.

We note that you claim to represent the Company, but not the individual members of the Board of Directors.

We note that you do not address the conflict of interest inherent in your firm representing the Company and the members of the Board of Directors.

We note that you do not indicate that independent members of the Company’s Board of Directors, if any, have met to consider the matters set forth in our January 12, 2012 letter or that they have authorized your letter as their response.

We note that for the Company you have not committed to provide our January 12, 2012 letter to the Company’s auditors. We renew that demand and add to it the request that you provide this letter to the auditors as well.

Dickinson Wright PLLC

Mark E. Ferrario

February 1, 2012

Page 2

We note that of the eight specific and enumerated categories of mismanagement which we asserted, you have chosen to respond to only one: nepotism. In your response to that one issue, you acknowledge that the Company has hired as its controller Alex Thieffry, the son of Board member Alain Thieffry. That fact, now admitted, was not disclosed to the investing public and, further, constitutes a violation of the Conflict of Interest provisions of the Company’s Code of Ethics. What is Mr. Thieffry’s experience to serve as a controller of a public company, such that you would claim that he is “fully qualified for the position”? You further claim that the selection of Mr. Thieffry was made after a “thorough search for qualified candidates,” which concluded in the amazing coincidence of hiring a Board member’s son. To support that assertion, we would be pleased to receive: copies of the resumes of all candidates so considered, including that of Mr. Thieffry; and all email between Company employees and Alain Thieffry concerning the employment of his son.

On behalf of the Company, you deny any affiliation between GPIC and Christine Gronau, the wife of the Company’s President, CEO and Board member, Gregory Gronau. We note, however, that on her LinkedIn page Mrs. Gronau  claimed: “Currently in the last year I have consulted for Gaming Partners International on locations in Macau and Thailand.” We further note that the day after we delivered our letter to the Company’s General Counsel (via email) Mrs. Gronau removed that reference from her LinkedIn page. The proper conclusion to be drawn from that act is obvious. We have preserved as evidence the original LinkedIn page.

Based upon the foregoing, we find it curious, even odd, that it is our charge of nepotism that you selected as the sole area of mismanagement to address in your letter when you could muster so little in response. You have made no response at all to the other seven categories of identified gross mismanagement. As we stated in our January 12, 2012 letter, and as we reiterate here, the business judgment rule will not protect management, or now the Board of Directors, from the consequences their breaches of fiduciary duty and gross mismanagement.

As for the lack of independence of Charles J. Henry and Robert J. Kelly, and contrary to your suggestion, Rule 5605(a)(2) merely provides a non-exclusive list of those types of relationships that automatically preclude a finding of independence. Members of the board of directors are required to make an affirmative determination that individuals serving as independent directors are free from relationships that would impair independence. It is clear that Messrs. Henry and Kelly have longstanding personal and economic relationships with the control persons of GPIC.  Do they continue to collect pensions from those relationships?  Do the control persons have direct access to Messrs. Henry and Kelly because of their prior business and personal relationships? Are Messrs. Henry and Kelly predisposed to do the will of the control persons without regard to the best interests of the Company and its shareholders as a whole? These questions and others which you do not address properly factor into a fair and objective determination of a Board member’s independence, or lack thereof.

We acknowledge that your letter constitutes the Company’s formal rejection of our Clients’ properly submitted shareholder demand and that, as a result, our Clients are now vested with both shareholder derivative claims and their direct claims. Apart from that clarification, your letter adds nothing to this dispute.

Dickinson Wright PLLC

Mark E. Ferrario

February 1, 2012

Page 3

In regards to this dispute, we hereby demand that the Company, management, and the Board of Directors (collectively for this purpose, the “Company”), and your firm as GPIC’s counsel, maintain and take all steps necessary to preserve all documents, tangible things and evidence (including all electronic data and computer systems data, such as electronic mail, voice mail and .wav files) which in any way relate to this dispute.

To preserve all electronic data, we expect that the Company will take all necessary precautions to preserve in its present state all electronic media storage, including computer networks, system servers, stand alone computers and laptops (including all hard drives) and PDAs (such as iPhones, Blackberries, Droids and the like). The preservation of all electronic media reasonably must include removing from service all backup media and tapes (to prevent any overwriting of data).

We also expect that the Company will identify all employees who have direct knowledge relevant to this dispute and that the Company will take all steps necessary to prevent them from intentionally, negligently or inadvertently destroying documents and electronic data (including email) that is relevant to this dispute. In this regard, these employees must preserve all relevant electronic data (including email) as may be found on their home computers and tablets as well.

We ask that you confirm in writing that an appropriate litigation hold has been implemented; and we remind you that the intentional, negligent and/or inadvertent destruction of evidence will have severe consequences.

Cordially,

/s/ Thomas G. McNeill

Thomas G. McNeill

TGM:lm

cc:           Laura McAllister Cox, Esq.

Dennis J. Whittlesey, Esq.

Michael T. Raymond, Esq.