03-31549. Issuer Delisting; Notice of Application of GB Holdings, Inc. and its Wholly-Owned Subsidiaries Greate Bay Hotel and Casino, Inc. and GB Property Funding Corp., To Withdraw its 11% Notes (Due 2005) From Listing and Registration on the ...

December 17, 2003.

GB Holdings, Inc., (“Holdings”), and its wholly-owned subsidiaries Greate Bay Hotel and Casino, Inc. (“Operating”) and GB Property Funding Corp. (“Funding”), incorporated in the States of Delaware and New Jersey (together the “Issuer”), have filed an application with the Securities and Exchange Commission (“Commission”), pursuant to section 12(d) of the Securities Exchange Act of 1934 (“Act”)^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw the 11% Notes (due 2005) issued by Funding and guaranteed by Operating and Holdings (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex” or “Exchange”).

The Board of Directors (“Board”) of the Issuer, by unanimous written consent, dated November 11, 2003, determined to withdraw the Issuer's Security from listing on the Amex. The Board states that it reached its decision to withdraw the Security from listing and registration on the Amex after concluding that the existing listing has not resulted in an active trading market, which, the Board believes, results from several factors, including the fact that: (i) There are only 44 noteholders of record; (ii) an affiliate of the Issuer owns approximately 58% of the aggregate principal amount of the Security and six record holders own approximately 95.3% of the aggregate principal amount of the Security; and (iii) in the past 60 days only $3,717,000 of the Security has been traded on the Amex. Accordingly, the continued listing of the Security does not serve either the Issuer's interest or the interests of the holders of the Security because an active trading market on the Amex has not developed.

The Issuer stated in its application that it has met the requirements of Amex Rule l8 by complying with all applicable laws in the States of Delaware and New Jersey, in which it is incorporated, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration.

The Issuer's application relates solely to the withdrawal of the Securities from listing on the Amex and from registration under section 12(b) of the Act ^[3] and shall not affect its obligation to be registered under section 12(g) of the Act.^[4]

Any interested person may, on or before January 9, 2004, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the Amex and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[5]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 1 (b).

4.  15 U.S.C. 78 1 (g).

5.  17 CFR 200.30-3(a)(1).