<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>exhibit24.txt
<TEXT>
	POWER OF ATTORNEY

	For Executing Forms 3, 4 and 5

Know all by these presents, that the undersigned
hereby constitutes and appoints Neil I. Sell and Timothy
J. Cope, signing singly, his true and lawful attorneys-
in-fact to:

1.	Execute for and on behalf of the
undersigned, Forms 3, 4 and 5 with respect
to Lakes Gaming, Inc. in accordance with
Section 16(a) of the Securities Exchange Act
of 1934 and the rules thereunder;

2.	Do and perform any and all acts for and on
behalf of the undersigned which may be
necessary or desirable to complete the
execution of any such Form 3, 4 or 5 with
respect to Lakes Gaming, Inc. and the timely
filing of such form with the United States
Securities and Exchange Commission and the
New York Stock Exchange; and any other
authority; and

3.	With respect to Lakes Gaming, Inc., take any
other action of any type whatsoever in
connection with the foregoing which in the
opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or
legally required by, the undersigned, it
being understood that the documents executed
by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of
Attorney shall be in such form and shall
contain such terms and conditions as such
attorney-in-fact may approve in his
discretion.

The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and
perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all
intents and purposes as such attorney-in-fact might or
could do if personally present, with full power of
substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or his
substitute or substitutes, shall lawfully do or cause to
be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to
file Forms 3, 4 and 5 with respect to the undersigned's
holdings of and transactions in securities issued by
Lakes Gaming, Inc., unless earlier revoked by the
undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has executed
this Power of Attorney as of this 31st day of December,
1998.
			/s/ Lyle Berman


Lyle Berman




</TEXT>
</DOCUMENT>
