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

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

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GB HOLDINGS, INC.
(Name of the Issuer)
GB HOLDINGS, INC.
GB PROPERTY FUNDING CORP.
GREATE BAY HOTEL AND CASINO, INC.
ATLANTIC COAST ENTERTAINMENT HOLDINGS, INC.
ACE GAMING, LLC
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)

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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
36150A109

(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)
DOUGLAS S. NIETHOLD
C/O SANDS HOTEL & CASINO
INDIANA AVENUE & BRIGHTON PARK
ATLANTIC CITY, NEW JERSEY 08401
TELEPHONE: (609) 441-4432
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: [_]

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SECTION 13E-3 TRANSACTION STATEMENT

This Amendment No. 3 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 GB Property Funding Corp., a Delaware corporation ("GB Property") and a
wholly owned subsidiary of GB Holdings, Greate Bay Hotel and Casino, Inc., a New
Jersey corporation ("Greate Bay Hotel") and a wholly owned subsidiary of GB
Holdings, Atlantic Coast Entertainment Holdings, Inc., a Delaware corporation
("Atlantic Holdings") and a wholly owned subsidiary of Greate Bay Hotel, ACE
Gaming, LLC, a New Jersey limited liability company ("ACE Gaming") and a wholly
owned subsidiary of Atlantic 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, Greate Bay Hotel and Casino, Inc., Atlantic
Holdings, ACE Gaming 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 and amended on February 13,
2004, March 22, 2004, April 21, 2004, and May 27, 2004 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 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 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
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 (immediately prior to the
completion of the Transaction). 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 will take the steps
necessary 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
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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) GB Property, Greate Bay Hotel, Atlantic Holdings, ACE Gaming,
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, GB Property, Greate
Bay Hotel, Atlantic Holdings, and ACE Gaming 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, GB Property, Greate Bay Hotel,
Atlantic Holdings, and ACE Gaming (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
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Carl C. Icahn (3) 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
George Toth Interim President
Douglas S. Niethold Interim Vice-President, Finance, Chief
Financial Officer and Principal Accounting
Officer

(1) The address of each executive officer and director of GB Holdings
GB Property, Greate Bay Hotel, Atlantic Holdings, and ACE Gaming 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', GB
Property's, Greate Bay Hotel's, Atlantic Holdings', and ACE Gamings'
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, GB Property, Greate Bay Hotel,
Atlantic Holdings, ACE Gaming, nor, to their knowledge, GB Holdings' ,
GB Property's, Greate Bay Hotel's, Atlantic Holdings', or ACE Gamings'
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.

(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.

(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
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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
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TOTAL: $ 648,000

(d) Borrowed Funds. None.

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, 2002, and 2003 contained in its Annual Report on
Form 10-K 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, GB Property,
Greate Bay Hotel, and Atlantic Holdings", "SPECIAL FACTORS --
Recommendations of the Manager of ACE Gaming", 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

(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 May 27, 2004 ("S-4"), is
incorporated herein by reference.

(b) Not applicable.

(c)(1) 2003 Financial projections prepared by GB Holdings and provided to
Libra Securities (incorporated herein by reference to Annex J to the
S-4)

(c)(2) Opinion of Libra Securities, dated July 14, 2003 (incorporated herein
by reference to Annex I to the S-4).

(c)(3)** Materials presented by Libra Securities to the Board of Directors
of GB Holdings on July 14, 2003.

(c)(4)** Valuation Estimate presented by Libra Securities to GB Holdings on
November 7, 2003.

(d) Not applicable.

(f) Not applicable.

(g) Not applicable.

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** Previously filed.

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.