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WITH HOSPITABLE MANners and an agreeable year-round climate, Mississippi's 31 casinos attract millions of gaming enthusiasts from outside the state each year. Only Nevada and New Jersey can claim larger gaming markets than Mississippi. Being number three is impressive considering the Magnolia State only opened its first casinos in 1992. And, already, expansions and renovations have occurred at nearly every contender, insuring the latest in both gaming and amenities.

In 2005, America's second Hard Rock Hotel & Casino will open in Biloxi, and in 2006 a Hard Rock Hotel will join Choctaw casinos. By law, "dockside" casinos are found along the Mississippi River (or on navigable waters bordering it) and in the coastal waters of the Mississippi Sound and adjoining bays, with one prominent exception.

The Mississippi Band of Choctaw Indians operates Pearl River Resort (866-447-3275) on reservation land in the east-central part of the state. Their hugely successful Silver Star and Golden Moon casinos, connected by an enclosed moving sidewalk, contain nearly 5,000 slot machines, more than 100 table games, and two large hotels. Besides a much-acclaimed golf club, new attractions like Geyser Falls water park, the world's first Hard Rock Beach Club, and a free nightly laser-fountain-pyrotechnic show are aimed at vacation-minded families. In Vicksburg, an easy drive from Jackson, the state capital, casinos add a fun dimension to the Civil War town's typically sedate tourist appeal. Palm trees and waterfalls inside the Isle of Capri Casino & Hotel (800-843-4753) (one of four in Mississippi to rack up points on an IsleOne players card) mimic a Caribbean environment. Besides hotel rooms overlooking the Mississippi, the Isle offers a 60-pad RV park. Accumulating points at 1,300 slot machines in Ameristar Casino (800-700-7770) might defray the costs of its river-view dining or hotel rooms. Ameristar recently added the Bottleneck Blues Bar, including 11 big-screen televisions.

Along Mississippi's coast, 12 casinos transformed an all-but-languishing beach community into a multi-faceted, world-class destination with year-round appeal. Combining nonstop gaming, star-studded concerts, and endless dining options with traditional coastal pursuits--deep-sea fishing, water sports, golf (on 22 courses)--results in a dizzying array of entertainments. Especially when you throw in cultural sites, many getting facelifts. For instance, Biloxi snagged world-renowned architect Frank Gehry to design a stunning new museum for its famous "mad potter," George E. Ohr.

The Isle of Capri Biloxi (800-843-4753), the first casino to open in Mississippi, is now adding a second hotel tower of 400 rooms, half of them suites. Gulf-view rooms with custom furnishings help Casino Magic Biloxi (800-562-4425) maintain a AAA Four Diamond rating. The Japanese-themed Imperial Palace (800-436-3000) features 1,088 rooms in a 32-story tower topped by a gourmet restaurant, a free comedy club, Cinema 6 for first-run movies, and, by the way, 1,600 slot machines.

Beau Rivage (888-750-7111) represents the ultimate in luxury. Each of its 1,740 rooms gets a panoramic view and marble-accented bathroom; its spa added rooms for couple massages; one of its dozen restaurants is set among enormous aquariums filled with sharks and tropical fish; and its state-of-the-art theater hosts productions like Lord of the Dance. An elegant 75,000-square-foot casino includes a smoke-free gaming area.

At the Grand Casinos in both Biloxi (800-946-2946) and Gulfport (800-946-7777), a Bellissimo Spa and Salon pampers guests from an amazing menu of services. Each Grand boasts more than 2,000 slot machines, at least 75 table games, and nonsmoking gaming areas. Each has more than 1,000 hotel rooms, trendy nightclubs, major entertainment venues, and ownership of the Jack Nicklaus Grand Bear Golf Course.

Since 1992, Casino Magic Bay St. Louis (800-562-4425)--25 miles west of Biloxi--as developed all its offerings on a secluded 600-acre site considered one of the largest dockside casino resorts in the world. Besides two hotels, a park for 100 RVs, an entertainment complex where Pete Fountain plays twice weekly, and the only Arnold Palmer golf course in Mississippi, there are 1,200 slot machines and 30 table games.

Clear across the state, a half-hour south of Memphis, nine casino resorts have dramatically changed Tunica County, once the poorest in the nation. In 2002, an estimated 10 million visitors drove past cotton fields and across Mississippi River levees to reach floating palaces like Grand Casino Tunica (800-946-4946), the largest casino resort between Las Vegas and Atlantic City. Imagine 2,800 slot machines, 55 table games, three hotels, and performers like Dana Carvey, Wynonna, Luther Vandross, or Tony Bennett in the Grand Event Center. An RV resort along with Kids Quest and a teen arcade encourage family getaways. Grand's Bellissimo Spa & Salon and Cottonwoods Golf Course are also available for guests at Sheraton Casino & Hotel (800-391-3777) and Bally's Casino (800-382-2559), which built a nightclub into a grain silo.

Sleek elegance defines the 31-story hotel of Gold Strike Casino Resort (888-245-7829), its 1,200 rooms outnumbered by more than 1,400 slot machines in the adjoining gaming area. A heady 300 suites outnumber deluxe hotel rooms in next door's Horseshoe Casino (800-303-7463). Here the blues, Mississippi's homegrown music of the downtrodden, get their due in the Blues & Legends Hall of Fame Museum and the Bluesville Nightclub, hosting stars like Ray Charles, Joe Cocker, Faith Hill, Tim McGraw, and even Julio Iglesias.

For 2004, Hollywood Casino (800-871-0711) debuted renovated hotel rooms with granite and marble upgrades. The DeLorean from Back to the Future and a Batmobile are among movie and television memorabilia on display in the casino, while outside there's a 123-space RV park. A brand new RV park joined the Sam's Town (800-456-0711) lineup, which includes the River Palace Entertainment Center. Hollywood, Sam's Town, and the Mardi Gras-themed Harrah's Casino (800-427-7247) jointly own River Bend Links golf course, nestled next to the Mississippi.

Casino guests who wonder about the unique landscape they've entered can visit the Tunica County Museum, opened in mid-2002. Tunica Riverpark, unveiled this March, features a striking museum devoted to the Mississippi River and cruises on the Tunica Queen riverboat.

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