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

SCHEDULE 13E-3/A

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.
CYPRUS, LLC
BARBERRY CORP.
STARFIRE HOLDING CORPORATION
AMERICAN REAL ESTATE HOLDINGS LIMITED PARTNERSHIP
AMERICAN REAL ESTATE PARTNERS L.P.
AMERICAN PROPERTY INVESTORS, INC.
BECKTON CORP.
CARL C. ICAHN

(Name of Person (s) Filing Statement)
--------------

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: $2,513.55 Filing Party: Atlantic Coast Entertainment Holdings, Inc.
Form or Registration No.: 333-110484 Date Filed: November 14, 2003

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SECTION 13E-3 TRANSACTION STATEMENT

This Amendment No. 2 to the Rule 13e-3 Transaction Statement on Schedule 13E-3
(this "Schedule 13E-3") is being filed with the Securities and Exchange
Commission jointly by GB Holdings, Inc., a Delaware corporation ("GB Holdings"),
and Atlantic Coast Entertainment Holdings, Inc., a Delaware corporation
("Atlantic Holdings") and an indirect wholly owned subsidiary of GB Holdings,
Cyprus, LLC, a Delaware limited liability company ("Cyprus"), Barberry Corp., a
Delaware corporation ("Barberry"), Starfire Holding Corporation, a Delaware
corporation ("Starfire"), American Real Estate Holdings Limited Partnership, a
Delaware limited partnership ("AREH"), American Real Estate Partners, L.P., a
Delaware limited partnership ("AREP"), American Property Investors, Inc., a
Delaware corporation ("API"), Beckton Corp., a Delaware corporation ("Beckton"),
and Carl C. Icahn ("Icahn" and collectively with Cyprus, Barberry, Starfire,
AREH, AREP, API, and Beckton the "Affiliates") in connection with a series of
transactions (collectively referred to as the "Transaction").

GB Holdings, GB Property Funding Corp., a Delaware corporation ("GB
Property"), and a wholly owned subsidiary of GB Holdings, and Greate Bay Hotel
and Casino, Inc., a New Jersey corporation ("Greate Bay Hotel"), and a wholly
owned subsidiary of GB Holdings, and the Affiliates 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 Holdings' Registration
Statement on Form S-4 (the "Proxy Statement"), which was filed with the
Securities and Exchange Commission (the "SEC") on November 13, 2003 with
Registration Number 333-110484.

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) GB Holdings will transfer all of its assets (other than the
stock of GB Property and Greate Bay Hotel) and liabilities
(other than its obligations under the 11% Notes due 2005 (the
"Existing Notes"), issued by GB Property) to Greate Bay Hotel
which will transfer all of the assets and liabilities it
received from GB Holdings and substantially all of its assets
(other than the stock of Atlantic Holdings) and certain of
its liabilities to Atlantic Holdings (which will agree to
issue 3% Notes due 2008 (the "New Notes") in exchange for
Existing Notes and cancel such Notes) and Atlantic Holdings
will subsequently transfer to ACE Gaming, LLC, a New Jersey
limited liability company and a wholly-owned subsidiary of
Atlantic Holdings ("ACE Gaming") such assets, less the cash
that Atlantic Holdings pays to the holders of the Existing
Notes that exchange for the New Notes. The Transaction will
result in GB Holdings transferring substantially all of its
assets to Atlantic Holdings, 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
Holdings (the "Atlantic Holdings Common Stock"), on a fully
diluted basis immediately following consummation of the
Transaction, in exchange for all of the New Notes (including
the principal and accrued interest) (or a pro rata amount of
Atlantic Holdings Common Stock if less than all of the
Existing Notes are exchanged).

(b) Atlantic Holdings, a wholly-owned subsidiary of Greate Bay
Hotel 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, the New Notes; and (iii)
accrued, but unpaid interest on the Existing Notes.
Additionally, Atlantic Holdings, on behalf of GB Holdings,
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 proposed amendments to 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 Holdings will cancel the Existing Notes which the
holders elected to transfer to Atlantic Holdings in exchange
for the New Notes and issue to Greate Bay Hotel (i) a pro
rata share of 72.5% of the Atlantic Holdings Common Stock
which shall be

Page 1

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

(d) Through a series of mergers, GB Holdings, Greate Bay Hotel
and GB Holdings will merge and GB Holdings will be the
surviving entity and (i) the Existing Notes tendered for
exchange for the New Notes will be cancelled; (ii) GB
Holdings will be the obligor of the Existing Notes; (iii) GB
Holdings will own (A) the Holders Equity or (B) the Existing
Note Equity and the Warrants and (iv) Atlantic Holdings will
be a wholly-owned subsidiary of GB Holdings. GB Holdings 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 Holdings Common Stock on a fully diluted
basis immediately following consummation of the Transaction.

(e) As soon as reasonably practicable following the consummation
of the Transaction, GB Holdings will apply to delist the
common stock of GB Holdings from trading on the American
Stock Exchange by filing an application with the American
Stock Exchange and the Securities and Exchange Commission.
Also, if 100% of the Existing Notes are exchanged, the Board
of Directors of GB Holdings may elect to dissolve GB
Holdings, satisfy any obligations or liabilities with its
assets, and distribute any remaining assets to its
stockholders.

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 FEBRUARY 11, 2004
--------------- ----------------- -----------------

GB Holdings Common stock, par value $0.01 per share 10,000,000

(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
(the subject company) Atlantic Holdings, Cyprus, Barberry,
Starfire, AREP, API, AREH, Beckton, and Carl C. Icahn.
Atlantic Holdings is a wholly-owned subsidiary of Greate Bay
Hotel, which is a wholly-owned subsidiary of GB Holdings. The
business address and telephone numbers of the GB Holdings and
Atlantic Holdings are c/o Sands Hotel & Casino, Indiana Avenue
& Brighton Park, Atlantic City, New Jersey 08401 and (609)
441-4000. Unless otherwise set forth in Annex I to the Proxy
Statement, the name and address of each of the executive
officers and directors of GB Holdings and Atlantic Holdings
(which are identical to each other), which includes Carl C.
Icahn (the affiliates of whom control approximately 77% of the
outstanding common stock of GB Holdings), are as follows:

NAME AND ADDRESS(1)(2) POSITION
----------------------- --------

Carl C. Icahn (3) Chairman of the Board

Martin Hirsch Director

John P. Saldarelli Director

Page 2

Michael L. Ashner Director

Harold First Director

Auguste E. Rimpel, Jr. Director

Richard P. Brown Chief Executive Officer

Interim Vice-President, Finance, Chief Financial
Douglas S. Niethold Officer and Principal Accounting Officer

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

(2) The names and addresses of the directors and executive
officers of the Affiliates are set forth on Annex I of the
Proxy Statement.

(3) Affiliates of Mr. Icahn own approximately 58% of the
aggregate principal amount of Existing Notes outstanding and
approximately 77% of the common stock of GB Holdings
outstanding.

(b)-(c) Business and Background. The information set forth in the
Proxy Statement under the caption "MANAGEMENT OF GB HOLDINGS AND
ATLANTIC HOLDINGS" is incorporated herein by reference. All of GB
Holdings' and Atlantic Holdings' officers and directors are citizens
of the United States. The information set forth in the Proxy
Statement on Annex I under the caption "EXECUTIVE OFFICERS, DIRECTORS
AND SIGNIFICANT EMPLOYEES OF THE AFFILIATES" is incorporated herein
by reference. All of the officers and directors of the Affiliates are
citizens of the United States.

Atlantic Holdings was incorporated in the State of Delaware
on October 31, 2003, and is currently a wholly-owned
subsidiary of Greate Bay Hotel. Following the consummation of
the Transaction, Atlantic Holdings' sole asset will be 100%
of the membership interests in ACE Gaming. As a result of the
Transaction, ACE Gaming will own substantially all of the
assets currently owned by Greate Bay Hotel and GB Holdings
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.

Except as set forth on Annex I of the Proxy Statement, during
the last five years, neither GB Holdings, Atlantic Holdings,
nor, to their knowledge, GB Holdings' or Atlantic Holdings'
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 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 Item 1 above and
the Proxy Statement under the captions "QUESTIONS AND ANSWERS
ABOUT THE TRANSACTION," "SUMMARY," "SPECIAL FACTORS", "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.

(e) Provisions for Unaffiliated Security Holders. None.

(f) Eligibility for Listing or Trading. Not applicable.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

(a) Transactions. None.

Page 3

(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
"SPECIAL FACTORS -- 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 HOLDINGS, GB HOLDINGS 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
"SPECIAL FACTORS-- Background of the Transaction" is
incorporated herein by reference. Other than as set forth
above there are no plans, proposals, or negotiations that
would result in: any material change in the present dividend
rate or policy, or indebtedness or capitalization of GB
Holdings; any change in the present board of directors or
management of GB Holdings; the common stock of GB Holdings
becoming eligible for termination of registration under
Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended; the acquisition or disposition by any person of
securities of GB Holdings; or any changes in GB Holdings'
certificate of incorporation, bylaws or other governing
instruments or other action that could impede the acquisition
of control of GB Holdings.

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," "SPECIAL FACTORS -- Background of the
Transaction," "SPECIAL FACTORS -- Potential Benefits
Associated with the Transaction," "SPECIAL FACTORS --
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,"
"SPECIAL FACTORS -- Recommendations of the Board of
Directors," "SPECIAL FACTORS -- Potential Benefits Associated
with the Transaction," "SPECIAL FACTORS -- Recommendation of
the Special Committee" and "SPECIAL FACTORS - 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,"
"SPECIAL FACTORS -- Recommendations of the Board of
Directors," "SPECIAL FACTORS -- Potential Benefits Associated
with the Transaction," "SPECIAL FACTORS -- 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," "SPECIAL FACTORS
-- Background of the Transaction," "SPECIAL FACTORS --
Potential Benefits Associated with the Transaction," "SPECIAL
FACTORS -- Recommendation of the Special Committee", "SPECIAL
FACTORS -- Recommendation of the Board of Directors of GB
Holdings", "SPECIAL FACTORS -- Recommendation of the Board of
Directors of Atlantic Holdings", "SPECIAL FACTORS--Position
of the Entities Controlled by Carl C. Icahn as to Fairness of
the Transaction", and "SPECIAL FACTORS -- Opinion of Libra
Securities" is incorporated herein by reference.

Page 4

(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.

(d) Unaffiliated Representative. The information set forth in the
Proxy Statement under the caption "SPECIAL FACTORS--
Background of the Transaction" is incorporated herein by
reference.

(e) Approval of Directors. The information set forth in the Proxy
Statement under the captions "SPECIAL FACTORS --
Recommendations of the Special Committee", "SPECIAL FACTORS
-- Recommendations of the Board of Directors of GB Holdings",
"SPECIAL FACTORS -- Recommendations of the Board of Directors
of Atlantic Holdings" 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 "SPECIAL FACTORS--Background of the Transaction",
"SPECIAL FACTORS -- Recommendations of the Special Committee"
"SPECIAL FACTORS -- Recommendations of the Board of Directors
of GB Holdings" and "SPECIAL FACTORS -- Opinion of Libra
Securities" is incorporated herein by reference. The fairness
opinion will be made available to the stockholders of GB
Holdings (or any representative who has been so designated in
writing) for inspection and copying at GB 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 GB Holdings 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 GB Holdings. The total amount of working capital
of GB Holdings to be used in connection with the Transaction
is $648,000.

(b) Conditions. None.

(c) Expenses. GB Holdings 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.

Page 5

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 HOLDINGS AND GB
HOLDINGS" 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 "SPECIAL FACTORS -- Interests of the Directors and
Management of GB Holdings in the Transaction" is incorporated
herein by reference.

(e) Recommendation of Others. The information set forth in the
Proxy Statement under the captions "SPECIAL FACTORS --
Recommendation of the Board of Directors of GB Holdings" and
"SPECIAL FACTORS -- 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 GB HOLDINGS" is incorporated
herein by reference. GB Holdings' 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. GB Holdings' unaudited
statements as of and for the nine-month period ending
September 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 GB
Holdings and, after completion of the Transaction, Atlantic
Holdings. 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 "SPECIAL FACTORS -- Background of the
Transaction," "SPECIAL FACTORS -- Recommendations of the
Special Committee" "SPECIAL FACTORS -- Recommendations of the
Board of Directors of GB Holdings" and "SPECIAL FACTORS --
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

Page 6

(a) Preliminary Proxy Statement and Registration Statement of
Atlantic Coast Entertainment Holdings, Inc. on Form S-4/A,
Registration Number 333-110484, filed with the SEC on
February 13, 2004 ("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 I to the S-4).

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

(d) Not applicable.

(f) Not applicable.

(g) Not applicable.

Page 7

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.

/s/ Carl C. Icahn
-----------------
Carl C. Icahn, Individually

GB HOLDINGS, INC.

By: /s/ Richard P. Brown
--------------------------------
Name: Richard P. Brown
Title: Chief Executive Officer

ATLANTIC COAST ENTERTAINMENT HOLDINGS, INC.

By: /s/ Richard P. Brown
--------------------------------
Name: Richard P. Brown
Title: Chief Executive Officer

CYPRUS, LLC
By: BARBERRY CORP.
Title: Managing Member

By: /s/ Edward E. Mather
--------------------------------
Name: Edward E. Mather
Title: Authorized Signatory

STARFIRE HOLDING CORPORATION

By: /s/ Robert J. Mitchell
----------------------
Name: Robert J. Mitchell
Title: Authorized Signatory

BARBERRY CORP.

By: /s/ Edward E. Mather
--------------------
Name: Edward E. Mather
Title: Authorized Signatory

AMERICAN REAL ESTATE HOLDINGS LIMITED
PARTNERSHIP

By: American Property Investors, Inc., its
general partner

By: /s/ Martin Hirsch
--------------------------
Name: Martin Hirsch
Title: Executive Vice President

AMERICAN REAL ESTATE PARTNERS L.P.

By: American Property Investors, Inc., its
general partner

By: /s/ Martin Hirsch
---------------------------
Name: Martin Hirsch
Title: Executive Vice President

AMERICAN PROPERTY INVESTORS, INC.

By: /s/ Martin Hirsch
---------------------------
Name: Martin Hirsch
Title: Executive Vice President

BECKTON CORP.

By: /s/ Edward E. Mattner
---------------------------
Name: Edward E. Mattner
Title: Authorized Signatory