SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                  Commission File Number                         33-69716
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                           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, 1998
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     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: 
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  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: 

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                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant     GB PROPERTY FUNDING CORP.
                            GB HOLDINGS, INC.
                            GREATE BAY HOTEL AND CASINO, INC.
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Former name if applicable
Not Applicable
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Address of principal executive office (Street and number)
c/o Sands Hotel & Casino, Indiana Avenue and Brighton Park
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City, State and Zip Code        Atlantic City, New Jersey  08401
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                                     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.)

          |           (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 Company was unable to complete the required information and finalize the
necessary documentation in order to complete the filing within the prescribed
time period without unreasonable effort or expense.

                                     PART IV
                                OTHER INFORMATION

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

Timothy A. Ebling                                609            441-4000
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     (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
earning statements to be included in the subject report or portion thereof?

                                                                 X Yes      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.

     As a result of a variety of factors discussed in the Company's prior filing
under the Securities  Exchange Act of 1934, the Company's operating results have
improved  and the  Company  expects  that it will  report net income  during the
fiscal year ended  December 31, 1998 as compared to a loss for fiscal year ended
December 31, 1997.

GB PROPERTY FUNDING CORP.
GB HOLDINGS, INC.
GREATE BAY HOTEL AND CASINO, INC.
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                  (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, 1999                      By   /s/     TIMOTHY A EBLING
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                                                       Timothy A. Ebling
                                                    Chief Financial Officer

Instruction: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION

Intentional misstatement or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).