UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                                                         Commission File Number
                                                                     333-110484
                                                                    333-110485

                           NOTIFICATION OF LATE FILING

(Check One):  [X] Form 10-K   [ ] Form 11-K  [ ] Form 20-F  [ ] Form 10-Q
              [ ] Form N-SAR

For Period Ended:               December 31, 2004
                 --------------------------------------------------------------

[ ] Transition Report on Form 10-K        [ ] Transition  Report  on  Form 10-Q
[ ] Transition Report on Form 20-F        [ ] Transition  Report  on  Form N-SAR
[ ] Transition Report on Form 11-K

For the Transition Period Ended:
                                -----------------------------------------------

                   Read attached instruction sheet before preparing form. Please
print or type.

         Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.

         If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:


                         PART I. REGISTRANT INFORMATION

                   Atlantic Coast Entertainment Holdings, Inc.

Full name of registrant:            ACE Gaming, LLC
                        -------------------------------------------------------

Former name if applicable:
                          -----------------------------------------------------

Address of principal
executive office
(Street and number):  c/o Sands Hotel & Casino, Indiana Avenue & Brighton Park
                      --------------------------------------------------------

City, State and Zip Code:            Atlantic City, NJ 08401
                         ------------------------------------------------------


                        PART II. RULE 12b-25 (b) AND (c)

         If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)

[X] (a)  The reasons described in reasonable detail in Part III of this form
         could not be eliminated without unreasonable effort or expense;

[X] (b)  The subject annual report, semi-annual report, transition report on
         Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed
         on or before the 15th calendar day following the prescribed due date;
         or the subject quarterly report or transition report on Form 10-Q, or
         portion thereof will be filed on or before the fifth calendar day
         following the prescribed due date; and

[ ] (c)  The accountant's statement or other exhibit required by Rule
         12b-25(c) has been attached if applicable.




                               PART III. NARRATIVE

         State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)

        The Registrant is unable to file its Annual Reports on Form 10-K for the
        fiscal year ended December 31, 2004 on a timely basis because the
        Registrant and its accounting staff require additional time to complete
        the consolidated financial statements and the notes thereto.


                           PART IV. OTHER INFORMATION

         (1) Name and telephone number of person to contact in regard to this
notification

        Patricia M. Wild               (609)                   441-4633
- -------------------------------------------------------------------------------
          (Name)                    (Area code)          (Telephone number)

         (2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).

                                                         [X] Yes [ ] No

         (3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?

                                                         [ ] Yes [X] No

         If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.



                   Atlantic Coast Entertainment Holdings, Inc.
                                 ACE Gaming, LLC
- -------------------------------------------------------------------------------
                  (Name of registrant as specified in charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date:     March 31, 2005             By:     /s/ Denise Barton
      --------------------                  ---------------------------------
                                     Name:  Denise Barton
                                            Title:   Chief Financial Officer