UNITED STATES
SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
--------------------------

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)

GB Holdings, Inc.
----------------------------
(Name of the Issuer)

GB Holdings, Inc.
Atlantic Coast Entertainment Holdings, Inc.
---------------------------------------------------
(Name of Person (s) Filing Statement)

GB Holdings, Inc. common stock, par value $0.01 per share
-----------------------------------------------------------------------
(Title of Class of Securities)

-----------------------------------------
(CUSIP Number of Class of Securities)

GB HOLDINGS, INC.
C/O SANDS HOTEL & CASINO
INDIANA AVENUE & BRIGHTON PARK
ATLANTIC CITY, NEW JERSEY 08401
TELEPHONE: (609) 441-4000
and
ATLANTIC COAST ENTERTAINMENT HOLDINGS, INC.
C/O SANDS HOTEL & CASINO
INDIANA AVENUE & BRIGHTON PARK
ATLANTIC CITY, NEW JERSEY 08401
TELEPHONE: (609) 441-4000

(Name, Address and Telephone Numbers of Persons Authorized to Receive Notices
and Communications on Behalf of Person (s) Filing Statement)

PHYLLIS LETART, ESQ.
C/O SANDS HOTEL & CASINO
INDIANA AVENUE & BRIGHTON PARK
ATLANTIC CITY, NEW JERSEY 08401
TELEPHONE: (609) 441-4633

with copies to:

JOEL A. YUNIS, ESQ.
WAYNE A. WALD, ESQ.
KATTEN MUCHIN ZAVIS ROSENMAN
575 MADISON AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 940-8800

This statement is filed in connection with (check the appropriate box):

a. |X| The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.

b. |X| The filing of a registration statement under the Securities Act
of 1933.

c. |_| A tender offer.

d. |_| None of the above.

Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: |X|

Check the following box if the filing is a final amendment reporting the results
of the transaction: |_|

CALCULATION OF FILING FEE

- ------------------------------------------------ ------------------------------------------

Transaction Valuation* Amount of Filing Fee**

- ------------------------------------------------ ------------------------------------------

$28,500,000.00 $2305.65
- ------------------------------------------------ ------------------------------------------

* The transaction valuation was based upon the aggregate shares outstanding
of GB Holding, Inc. multiplied by the average of the high and low share
price as quoted on the American Stock Exchange on November 12, 2003.

** The amount of the filing fee, calculated in accordance with Rule 0-11(b)
of the Securities Exchange Act of 1934, equals 1/50 of 1% of the
transaction valuation.

|X| Check the box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a) (2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: [ ] Filing Party: Atlantic Coast Entertainment Holdings, Inc.
------------ -------------------------------------------
Form or Registration No.: [333- ] Date Filed: November 14, 2003
---------

SECTION 13E-3 TRANSACTION STATEMENT

This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule
13E-3") is being filed with the Securities and Exchange Commission by GB
Holdings, Inc., a Delaware corporation ("Parent"), and Atlantic Coast
Entertainment Holdings, Inc., a Delaware corporation ("Atlantic"), in connection
with a series of transactions (collectively referred to as the "Transaction").

Parent, Funding, Operating, and affiliates of Carl C. Icahn are
referred to individually, as a "Filing Person" and collectively, as the "Filing
Persons."

The terms and conditions of the Transaction are described in the Proxy
Statement and Prospectus contained in Atlantic's Registration Statement on Form
S-4 (the "Proxy Statement"), which was filed with the Securities and Exchange
Commission (the "SEC") on November 13, 2003.

ITEM 1. SUMMARY TERM SHEET

The information set forth in the Proxy Statement under the captions
"QUESTIONS AND ANSWERS ABOUT THE TRANSACTION" and "SUMMARY" is incorporated
herein by reference. The Transaction is comprised of the following events,
whereby:

(a) Parent and Operating will transfer substantially all of their
cash and assets to Atlantic (the "Asset Transfer") and Atlantic
will subsequently transfer to ACE Gaming, LLC, a New Jersey
limited liability company and a wholly-owned subsidiary of
Atlantic ("Licensee") such assets, less the cash that Atlantic
pays to the holders of 11% Notes due 2005 ("Existing Notes") of
GB Property Funding Corp., a Delaware corporation ("Funding")
that elect to exchange for 3% Notes due 2008 (the "New Notes").
The Transaction will result in Parent transferring substantially
all of its assets to Atlantic, subject to the right of the
holders of the New Notes to acquire 72.5% of the outstanding
common stock, par value $ 0.01 per share, of Atlantic (the
"Atlantic Common Stock"), on a fully diluted basis immediately
following consummation of the Transaction, in exchange for all of
the New Notes (or a pro rata amount of Atlantic Common Stock if
less than all of the Existing Notes are exchanged).

(b) Atlantic, a wholly-owned subsidiary of Parent's wholly-owned
subsidiary, Greate Bay Hotel and Casino, Inc., a New Jersey
corporation ("Operating") will offer the holders of the Existing
Notes the opportunity to exchange such notes for (i) $100 in cash
for each $1,000 principal amount of Existing Notes exchanged;
(ii) on a dollar for dollar basis, New Notes of Atlantic; and
(iii) accrued, but unpaid interest on the Existing Notes.
Additionally, Atlantic, on behalf of Parent, will solicit
consents from the holders of the Existing Notes, whereby the
holders of the Existing Notes exchanging such Existing Notes will
automatically be deemed to have given their consent to (1) the
elimination of certain covenants of the indenture governing the
Existing Notes (the "Existing Indenture"), (2) the release of the
liens on the collateral securing the Existing Notes and (3) the
terms of the indenture governing the New Notes.

(c) Atlantic will cancel the Existing Notes which the holders elected
to transfer to Atlantic in exchange for the New Notes and issue
to Operating (i) a pro rata share of 72.5% of the Atlantic Common
Stock (the "Existing Note Equity") which shall be proportional to
the

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principal amount of the Existing Notes that are not exchanged;
and (ii) either (y) shares of Atlantic Common Stock (the "Holders
Equity") or (z) warrants to purchase shares of Atlantic Common
Stock at a purchase price of $0.01 per share ("Warrants," and
collectively with the Holders Equity, the "Atlantic Securities")
representing, in the aggregate, 27.5% of the outstanding Atlantic
Common Stock on a fully diluted basis immediately following
consummation of the Transaction.

(d) Through a series of mergers, Parent, Operating and Funding will
merge and Parent will be the surviving entity so that (i) the
Existing Notes exchanged for New Notes will be cancelled; (ii)
Parent is the obligor of the Existing Notes; (iii) Parent owns
(A) the Holders Equity or (B) the Existing Note Equity and the
Warrants and (iv) Atlantic will be a wholly-owned subsidiary of
Parent. Parent will distribute to its stockholders Warrants (if
less than 100% of the Existing Notes are exchanged for New Notes)
or Holders Equity (if all of the Existing Notes are exchanged for
New Notes), as the case may be, representing 27.5% of the
outstanding Atlantic Common Stock on a fully diluted basis
immediately following consummation of the Transaction.

(e) Upon consummation of the Transaction, Parent will apply to the
American Stock Exchange to have the common stock, par value $.01
per share, of Parent removed from listing.

ITEM 2. SUBJECT COMPANY INFORMATION

(a) Name and Address. GB Holdings, Inc. is located at c/o Sands Hotel
& Casino, Indiana Avenue & Brighton Park, Atlantic City, New
Jersey 08401 and its telephone number is (609) 441-4000.

(b) Securities. The exact title of the subject class of the equity
securities (the "Securities") is:

AMOUNT OUTSTANDING AS OF
SUBJECT COMPANY TITLE OF SECURITY NOVEMBER 13, 2003
--------------- ----------------- -----------------

Parent Common stock, par value $0.01 10,000,000
per share

(c) Trading Market and Price. The information set forth in the Proxy
Statement under the caption "COMPARATIVE MARKET PRICE
INFORMATION" is incorporated herein by reference.

(d) Dividends. The information set forth in the Proxy Statement under
the caption "COMPARATIVE MARKET PRICE INFORMATION" is
incorporated herein by reference.

(e) Prior Public Offerings. Not applicable.

(f) Prior Stock Purchases. Not applicable.

ITEM 3. IDENTITY AND BACKGROUND OF THE FILING PERSON

(a) Name and Address. The filing persons are GB Holdings, Inc. (the
subject company) and Atlantic Coast Entertainment Holdings, Inc.
Atlantic is a wholly-owned subsidiary of Operating, which is a
wholly-owned subsidiary of Parent. The business address and

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telephone numbers of the filing persons are c/o Sands Hotel &
Casino, Indiana Avenue & Brighton Park, Atlantic City, New Jersey
08401 and (609) 441-4000. The name and address of each of the
executive officers and directors of Parent and Atlantic (which
are identical to each other), which includes Carl C. Icahn (the
affiliates of whom control approximately 77% of the outstanding
common stock of Parent), are as follows:

NAME AND ADDRESS(1) POSITION
------------------- --------

Carl C. Icahn1 Chairman of the Board

Martin Hirsch Director

John P. Saldarelli Director

Michael L. Ashner Director

Harold First Director

Auguste E. Rimpel, Jr. Director

Richard P. Brown Chief Executive Officer

Timothy A. Ebling Chief Financial Officer and Principal
Accounting Officer

(1) The address of each executive officer and director of Parent
and Atlantic is: c/o Sands Hotel & Casino, Indiana Avenue &
Brighton Park, Atlantic City, New Jersey 08401.

(b)-(c) Business and Background. The information set forth in the Proxy
Statement under the caption "MANAGEMENT OF PARENT AND ATLANTIC" is
incorporated herein by reference. All of Parent's and Atlantic's
officers and directors are citizens of the United States.

Atlantic was incorporated in the State of Delaware on October 31,
2003, and is currently a wholly-owned subsidiary of Operating.
Following the consummation of the Transaction, Atlantic's sole
asset will be 100% of the membership interests in Licensee. As a
result of the Transaction, Licensee will own substantially all of
the assets currently owned by Operating and Parent except an
amount of cash paid to holders of Existing Notes that elect to
exchange for New Notes which constitutes The Sands Hotel and
Casino located in Atlantic City, New Jersey.

During the last five years, neither Parent, Atlantic, nor, to
their knowledge, Parent's or Atlantic's directors or executive
officers, have been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) or have
been a party to any proceeding of a judicial or administrative
body of competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating

- ---------------
1 Affiliates of Mr. Icahn own 58% of the aggregate principal amount of Existing
Notes outstanding and 77% of the common stock of Parnet outstanding.

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activities subject to, federal or state securities laws, or a
finding of any violations of such laws.

ITEM 4. TERMS OF THE TRANSACTION

(a) Material Terms. The information set forth in the Item 1 above and
the Proxy Statement under the captions "QUESTIONS AND ANSWERS
ABOUT THE TRANSACTION," "SUMMARY," "THE TRANSACTION," "MATERIAL
U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTION" and
"ANTICIPATED ACCOUNTING TREATMENT" is incorporated herein by
reference.

(d) Appraisal Rights. None.

(b) Provisions for Unaffiliated Security Holders. None.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

(a) Transactions. None.

(b)-(c)Significant Corporate Events; Negotiations or Contacts. The
information set forth in the Proxy Statement under the captions
"SUMMARY -- Background of the Transaction" and "THE TRANSACTION --
Interests of Certain Directors and Management in the Transaction"
is incorporated herein by reference.

(e) Agreements Involving the Securities. The information set forth in
the Proxy Statement under the caption "EXECUTIVE COMPENSATION OF
ATLANTIC, PARENT AND ITS SUBSIDIARIES" is incorporated herein by
reference.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

(b) Use of Securities Acquired. Not applicable.

(c) Plans. The information set forth in the Proxy Statement under the
captions "SUMMARY -- Background of the Transaction" and "THE
TRANSACTION -- Background of the Transaction" is incorporated
herein by reference.

ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS

(a) Purposes. The information set forth in the Proxy Statement under
the captions "SUMMARY -- Background of the Transaction," "THE
TRANSACTION -- Background of the Transaction," "THE TRANSACTION --
Potential Benefits Associated with the Transaction," "THE
TRANSACTION -- Recommendation of the Special Committee" is
incorporated herein by reference.

(b) Alternatives. The information set forth in the Proxy Statement
under the caption "SUMMARY -- Background of the Transaction" is
incorporated herein by reference.

(c) Reasons. The information set forth in the Proxy Statement under
the captions "SUMMARY -- Reasons for the Transaction," "THE
TRANSACTION --

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Recommendations of the Board of Directors," "THE TRANSACTION --
Potential Benefits Associated with the Transaction," "THE
TRANSACTION -- Recommendation of the Special Committee" and "THE
TRANSACTION - Opinion of Libra Securities" is incorporated herein
by reference.

(d) Effects. The information set forth in the Proxy Statement under
the captions "QUESTIONS AND ANSWERS ABOUT THE TRANSACTION",
"SUMMARY -- Background of the Transaction," "THE TRANSACTION --
Recommendations of the Board of Directors," "THE TRANSACTION --
Potential Benefits Associated with the Transaction," "THE
TRANSACTION -- Recommendation of the Special Committee," "MATERIAL
U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTION" and
"ANTICIPATED ACCOUNTING TREATMENT" is incorporated herein by
reference.

ITEM 8. FAIRNESS OF THE TRANSACTION

(a)-(b)Fairness; Factors Considered in Determining Fairness. The
information set forth in the Proxy Statement under the captions
"QUESTIONS AND ANSWERS ABOUT THE TRANSACTION," "SUMMARY --
Background of the Transaction," "THE TRANSACTION -- Background of
the Transaction," "THE TRANSACTION -- Potential Benefits
Associated with the Transaction," "THE TRANSACTION --
Recommendation of the Special Committee" and "THE TRANSACTION --
Opinion of Libra Securities" is incorporated herein by reference.

(c) Approval of the Security Holders. The information set forth in the
Proxy Statement under the caption "THE TRANSACTION -- Conditions
to the Completion of the Transaction" is incorporated herein by
reference. Additional approval of the delisting of the Parent
Common Stock is not required as the stockholders of Parent Common
Stock will be approving the delisting as part of their approval of
the Transaction

(d) Unaffiliated Representative. The information set forth in the
Proxy Statement under the caption "THE TRANSACTION -- Background
of the Transaction" is incorporated herein by reference.
Additional approval of the unaffiliated representatives is not
required as they approved the delisting of the Parent Common Stock
as part of their approval of the Transaction and recommended that
the board of directors of Parent approve the delisting of the
Parent Common Stock as part of the Transaction.

(e) Approval of Directors. The information set forth in the Proxy
Statement under the captions "THE TRANSACTION -- Recommendations
of the Board of Directors" and "THE TRANSACTION -- Recommendations
of the Special Committee" is incorporated herein by reference.

(f) Other Offers. None.

ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS

(a)-(c)Report, Opinion or Appraisal; Preparer and Summary of the
Report, Opinion or Appraisal; Availability of Documents. The
information set forth in the Proxy Statement under the captions
"THE TRANSACTION -- Background of the Transaction," "THE
TRANSACTION -- Recommendations of the Special Committee" and "THE
TRANSACTION -- Opinion of Libra Securities" is incorporated herein
by reference. The fairness opinion will be made available to the
stockholders of Parent (or any representative who has been so
designated in writing) for inspection and copying at GB

Page 5

Holdings, Inc., c/o Sands Hotel & Casino, Indiana Avenue &
Brighton Avenue, Atlantic City, New Jersey 08401, during regular
business hours. The written materials presented by Libra
Securities LLC to the Board of Directors of Parent are set forth
as Exhibit (c)(2) hereto and are incorporated herein by reference.

ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION

(a) Source of Funds. The Transaction will be funded with working
capital from Parent. The total amount of working capital of Parent
to be used in connection with the Transaction is $648,000.

(b) Conditions. None.

(c) Expenses. Parent will pay all of the expenses and fees relating to
the Transaction, which expenses and fees are as follows:

EXPENSE/FEE ESTIMATED AMOUNT
----------- ----------------
Solicitation Agent 5,000

Exchange Agent 5,000

Information Agent 5,000

Legal Fees 250,000

Accounting Fees 100,000

Financial Advisor 200,000

Registration Fees 13,000

Printing 65,000

Mailing 5,000
----------------
TOTAL: 648,000

(d) Borrowed Funds. Not applicable.

ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY

(a) Securities Ownership. The information set forth in the Proxy
Statement under the caption "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT OF ATLANTIC AND PARENT" is
incorporated herein by reference.

(b) Securities Transactions. None.

ITEM 12. THE SOLICITATION OR RECOMMENDATION

(d) Intent to Tender or Vote in a Going-Private Transaction. The
information set forth in the Proxy Statement under the caption
"THE TRANSACTION -- Interests of the Directors and Management of
Parent in the Transaction" is incorporated herein by reference.

Page 6

(e) Recommendation of Others. The information set forth in the Proxy
Statement under the captions "THE TRANSACTION -- Recommendation of
the Board of Directors of Parent" and "THE TRANSACTION --
Recommendation of the Special Committee" is incorporated herein by
reference.

ITEM 13. FINANCIAL INFORMATION

(a) Financial Information. The information contained in the Proxy
Statement under the captions "SELECTED HISTORICAL CONSOLIDATED
FINANCIAL DATA OF PARENT" is incorporated herein by reference.
Parent's audited financial statements as of and for the years
ending December 31, 2001 and 2002 contained in its Annual Report
on Form 10-K are incorporated herein by reference. Parent's
unaudited statements as of and for the six-month period ending
June 30, 2003 contained in its Quarterly Report on Form 10-Q are
incorporated herein by reference.

These financial statements can be inspected at The American Stock
Exchange, 86 Trinity Place, New York, NY 10006, 212-306-1000.
Copies of these materials can also be obtained by mail at
prescribed rates from the Public Reference Room of the Securities
and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 or by calling the SEC at l-800-SEC-0330. The SEC maintains a
Web site that contains reports, proxy statements and other
information regarding Parent and, after completion of the
Transaction, Atlantic. The address of the SEC's Web site is
http://www.sec.gov.

(b) Pro Forma Information. The information contained in the Proxy
Statement under the caption "COMPARATIVE UNAUDITED HISTORICAL AND
PRO FORMA PER SHARE DATA" is incorporated herein by reference

ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

(a)-(b)Solicitations or Recommendations; Employees and Corporate
Assets. The information set forth in the Proxy Statement under the
captions "THE TRANSACTION -- Background of the Transaction," "THE
TRANSACTION -- Recommendations of the Special Committee" and "THE
TRANSACTION -- Opinion of Libra Securities" is incorporated herein
by reference.

ITEM 15. ADDITIONAL INFORMATION

The information set forth in the Proxy Statement, including all annexes
thereto, is incorporated herein by reference.

ITEM 16. EXHIBITS

(a) Preliminary Proxy Statement and Registration Statement of Atlantic
Coast Entertainment Holdings, Inc. on Form S-4, filed with the SEC
on November 13, 2003 ("S-4"), is incorporated herein by reference.

(b) Not applicable.

(c)(1) Opinion of Libra Securities, dated July 14, 2003 (incorporated
herein by reference to Annex H to the S-4).

(c)(2) Materials presented by Libra Securities to the Board of Directors
of Parent on July 14, 2003.

Page 7

(d) Not applicable.

(f) Not applicable.

(g) Not applicable.

Page 8

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each
of the undersigned does certify that the information set forth in this statement
is true, complete and correct.

GB HOLDINGS, INC.

By:____________________________________
Name:
Title:

ATLANTIC COAST ENTERTAINMENT HOLDINGS, INC.

By:____________________________________
Name:
Title:

Dated: __________________________

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