Commission File Number 33-69716

                                  PRESS RELEASE

Alfred J. Luciani,  President & CEO of the Sands Hotel & Casino  announced today
that GB Holdings,  Inc. (the  "Company") the parent company of the Sands Hotel &
Casino,  has today  submitted a proposal to acquire the Claridge Casino Hotel in
Atlantic  City,  New Jersey,  that would permit the Claridge to emerge  promptly
from Chapter 11 bankruptcy  proceedings.  The proposal,  which would include the
issuance by the Company of approximately 7.2 million shares of its common stock,
is currently  under review by the Claridge.  Luciani said,  "The  transaction is
beneficial to the Sands stockholders. It is expected to be immediately accretive
to the Sands and would  permit the  combined  companies  to go forward as strong
competitors  in a  marketplace  that  already  includes  a number  of  companies
operating at multiple  locations.  With the consummation of this transaction the
combined  Sands-Claridge  would be in a position to compete as equals with those
companies.  In addition,  our  proposal is clearly in the best  interests of the
Claridge  employees,  as the Sands would  continue  operations  of the  Claridge
facility as a casino hotel."

The Company  believes that the offer is superior to  alternative  proposals when
viewed from the perspective of the amount and form of consideration, the lack of
risk of non-confirmation of the proposal, the timing and certainty of completion
of the transaction, the structure of the proposal, and regulatory implications.

Luciani stated that he anticipated the regulatory  approvals for the acquisition
would  likely  be  obtained  expeditiously.  "GB  Holdings,  which is  currently
licensed to own the Sands Hotel & Casino,  would not face the type of opposition
based on economic  concentration,  as would be inherent in an  application  by a
large, multiple-licensed casino operator in Atlantic City."

Certain information  included in this press release contains statements that are
forward-looking,  such as statements relating to future performance and business
development  activities  and  competition.   Such  forward-looking   information
involves  important  risks and  uncertainties  that could  significantly  affect
anticipated results in the future and, accordingly, such results may differ from
those  expressed in any  forward-looking  statements made by or on behalf of the
Company.  These risks and uncertainties  include,  but are not limited to, those
relating to  development  and  construction  activities,  dependence on existing
management,  leverage and debt service (including sensitivity to fluctuations in
the interest  rates),  domestic or global  economic  conditions,  activities  of
competitors and the presence of new or additional competition,  fluctuations and
changes in customer  preferences and attitudes,  changes in federal or state tax
laws of the





administration of such laws and changes in gaming laws or regulations (including
the  legalization  of gaming in  certain  jurisdictions).  For more  information
regarding the Company and risks  applicable  to its business,  please review the
filings of the Company and its affiliates,  GB Property Funding Corp. and Greate
Bay Hotel and Casino,  Inc. with the  Securities  and Exchange  Commission  (the
"Commission"), including the Company's reports on Forms 10-K and 10-Q.

IMPORTANT:  INVESTORS ARE URGED TO READ RELEVANT DOCUMENTS THAT MAY HEREAFTER BE
FILED WITH THE COMMISSION REGARDING THIS TRANSACTION BECAUSE THEY MAY CONTAIN
IMPORTANT INFORMATION.  NO SUCH DOCUMENTS REGARDING THIS TRANSACTION HAVE YET
BEEN FILED.  SUCH DOCUMENTS, IF FILED, WILL BE AVAILABLE WITHOUT CHARGE FROM THE
COMMISSION'S WEBSITE (HTTP://WWW.SEC.GOV).


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