SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Carrette Elizabeth (Last) (First) (Middle) 3 AVENUE DU PRESIDENT WILSON (Street) PARIS I0 75116 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/27/2005	3. Issuer Name and Ticker or Trading Symbol Gaming Partners International CORP [ GPIC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman of the Board	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	340	D
Common Stock	15,738	I	By the Estate of Francois Carrette
Common Stock	3,836,940	I	By Holding Wilson S.A.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant/Right to Buy	(1)	(1)	Common Stock	22	$0.01	D
Warrant/Right to Buy	(2)	(2)	Common Stock	22	$0.01	I	By the Estate of Francois Carrette
Warrant/Right to Buy	(3)	(3)	Common Stock	255,155	$0.01	I	By Holding Wilson S.A.
Option/Right to Buy	(4)	01/27/2015	Common Stock	6,000	$12.81	D
Option/Right to Buy	(5)	12/27/2006	Common Stock	4,000	$3.4	I	By the Estate of Francois Carrette

Explanation of Responses:

1. On September 12, 2003, Gaming Partners International Corporation (formerly Paul-Son Gaming Corporation, the "Company") issued Mrs. Carrette antidilution warrants to purchase 26 shares of the Company's common stock pursuant to the terms and conditions of an Agreement and Plan of Exchange between the Company and Etablissements Bourgogne et Grasset SA (the "Agreement"). The warrants were issued to provide antidilution protection against options and similar rights granted by the Company prior to closing of the Agreement, with such warrants being exercisable only upon conversion or exercise of the underlying options. To-date, Mrs. Carrette has exercised her antidilution warrants to purchase 4 shares in accordance with the terms thereof. The antidilution warrants will expire 30 days after the Company notifies Mrs. Carrette that the last of the options or similar rights have expired.

2. On September 12, 2003, the Company issued Francois Carrette antidilution warrants to purchase 26 shares of the Company's common stock pursuant to the terms and conditions of the Agreement. The warrants were issued to provide antidilution protection against options and similar rights granted by the Company prior to closing of the Agreement, with such warrants being exercisable only upon conversion or exercise of the underlying options. To-date, Mr. Carrette exercised his antidilution warrants to purchase 4 shares in accordance with the terms thereof. The warrants will expire 30 days after the Company notifies Mr. Carrette that the last of the options or similar rights have expired. Mr. Carrette passed away on December 27, 2004.

3. On September 12, 2003, the Company issued Holding Wilson S.A. antidilution warrants to purchase 299,010 shares of the Company's common stock pursuant to the terms and conditions of the Agreement. The warrants were issued to provide antidilution protection against options and similar rights granted by the Company prior to closing of the Agreement, with such warrants being exercisable only upon conversion or exercise of the underlying options. To-date, Holding Wilson S.A. has exercised its antidilution warrants to purchase 43,855 shares in accordance with the terms thereof. The warrants will expire 30 days after the Company notifies Holding Wilson S.A. that the last of the options or similar rights have expired. Mrs. Carrette is currently the president of the supervisory board of Holding Wilson, S.A., the holder of the majority of the Company's outstanding common stock.

4. On January 27, 2005, the Company granted Mrs. Carrette options to purchase 6,000 shares of the Company's common stock pursuant to the Company's 1994 Directors Stock Option Plan (the "Plan"). The grant was exempt under Rule 16b-3. The options vest in equal installments over a three-year period with the first one-third installment vesting on January 27, 2006.

5. On September 12, 2002, Mr. Carrette was granted options to purchase 6,000 shares of the Company's common stock pursuant to the Plan. The grant was exempt under Rule 16b-3. The options were subject to vesting in three equal installments over a three-year period with the first one-third installment vesting on September 12, 2003. At the time of Mr. Carrette's death, the options were fully vested and exercisable as to 4,000 shares. Pursuant to the Plan, the fully vested and exercisable shares may be exercised by Mr. Carrette's estate, personal representative or beneficiary any time prior to the second anniversary of Mr. Carrette's death.

	/s/ Melody Sullivan Yowell by power of attorney for Elizabeth Carrette	02/08/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.