Mail Stop 4561

      							September 29, 2005

Via U.S. Mail and Fax (609) 441-4624
Ms. Denise Barton
Chief Financial Officer
Atlantic Coast Entertainment Holdings, Inc.
c/o Sands Hotel & Casino
Indiana Avenue & Brighton Park
Atlantic City, NJ 08401

	RE:	Atlantic Coast Entertainment Holdings, Inc.
      Form 10-K for the fiscal year ended December 31, 2004
		Filed April 15, 2005
		Form 10-K/A for the fiscal year ended December 31, 2004
		Filed September 15, 2005
Forms 10-Q and 10-Q/A for the quarterly periods ended March 31,
2005
and June 30, 2005
		File No. 333-110484

Dear Ms. Barton:

      We have reviewed the above referenced filings and have the
following comments.  Where indicated, we think you should revise
your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.





Note 2 - Summary of Significant Accounting Policies

Casino Revenues, Promotional Allowances and Departmental Expenses,
page 36

1. We note that the total costs presented in the table on page 36
are
higher than the promotional allowances recorded on the Combined
Statements of Operations.  Please clarify to us whether these are
the
costs associated with those promotional allowances or whether they
apply to a different revenue amount.

Item 9A. Controls and Procedures, page 51

2. Please revise to disclose in greater detail the nature of the
material weakness identified in your disclosure.  In this regard,
also revise to disclose the specific steps that the company has
taken, if any, to remediate the material weakness.

3. Disclose when the material weakness was identified, by whom it
was
identified and when the material weakness first began.


*    *    *    *

      As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that they
have provided all information required under the Securities
Exchange
Act of 1934 and that they have provided all information investors
require for an informed investment decision.  Since the company
and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact William Demarest, Staff Accountant, at (202)
551-3432 or me at (202) 551-3486 with any questions.

							Sincerely,



							Daniel L. Gordon
							Branch Chief


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Ms. Denise Barton
Atlantic Coast Entertainment Holdings, Inc.
September 29, 2005
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