8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                         ------------------------------

                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                Date of Report (Date of earliest event reported):
                                  May 16, 2002

                            GB PROPERTY FUNDING CORP.
                                GB HOLDINGS, INC.
                        GREATE BAY HOTEL AND CASINO, INC.
             (Exact name of Registrant as specified in its Charter)

          Delaware                                          75-2502290
          Delaware                                          75-2502293
          New Jersey                33-69716                22-2242014
         -------------------------------------------------------------
        (State or other juris-        (Commission        (IRS Employer
        diction of incorporation)     File Number)      Identification
                                                                Number)


                            c/o Sands Hotel & Casino
                   Indiana Avenue and Brighton Park, 9th Floor
                         Atlantic City, New Jersey 08401
               (Address of principal executive office) (Zip Code)


      Registrant's telephone number including  area  code: (609) 441-4517
                                                          ---------------

                                 Not Applicable
                            -----------------------

         (Former name and former address, as changed since last report)





Item 4.  Changes in Registrant's Certifying Accountant

     GB Property Funding Corp., GB Holdings, Inc. and Greate Bay Hotel and
Casino, Inc. (collectively, the "Company") Board of Directors' dismissed Arthur
Andersen LLP (Arthur Andersen) as our independent auditors and appointed KPMG
LLP (KPMG) to serve as the Company's independent auditors for the current fiscal
year which ends on December 31, 2002. The change in auditors is effective May
16, 2002. The decision to appoint KPMG was made after an extensive evaluation
process by the Board of Directors, its Audit Committee and management of the
Company.

     Arthur Andersen's reports on our consolidated financial statements for each
of the past two fiscal years did not contain an adverse opinion or disclaimer of
opinion, nor were such reports qualified or modified as to uncertainty, audit
scope or accounting principles. During each of our two most recent fiscal years
and through the date of this report, there were: (i) no disagreements with
Arthur Andersen on any matter of accounting principle or practice, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
Arthur Andersen's satisfaction would have caused them to make reference to the
subject matter in connection with their report on our consolidated financial
statements for such years; and (ii) no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K. We have provided Arthur Andersen with a copy of
the foregoing disclosures. Attached as Exhibit 16 is a copy of Arthur Andersen's
letter dated May 21, 2002, stating its agreement with such statements. During
each of our two most recent fiscal years and through the date of this report, we
did not consult KPMG with respect to the application of accounting principles to
a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on our consolidated financial statements, or any
other matters or reportable events as set forth in Items 304(a)(2)(i) and (ii)
of Regulation S-K.

     On March 27, 2002, the New Jersey Casino Control Commission entered an
order prohibiting the Company, as well as all other New Jersey casino licensees,
from conducting business with Arthur Andersen LLP after May 15, 2002.

Item 7.  Financial Statements and Exhibits

     1. Letter, dated May 21, 2002, from Arthur Andersen LLP to the Securities
and Exchange Commission in accordance with Item 304 of Regulation S-K.




                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                           GB PROPERTY FUNDING CORP.


Dated:  May 23, 2002                       By: /s/ Timothy A. Ebling
                                           Name:   Timothy A. Ebling
                                           Title:  Executive Vice President and
                                                   Chief Financial Officer


                                           GB HOLDINGS, INC.


Dated:  May 23, 2002                       By: /s/ Timothy A. Ebling
                                           Name:   Timothy A. Ebling
                                           Title:  Executive Vice President and
                                                   Chief Financial Officer


                                           GREATE BAY HOTEL AND CASINO, INC.


Dated:  May 23, 2002                       By: /s/ Timothy A. Ebling
                                           Name:   Timothy A. Ebling
                                           Title:  Executive Vice President and
                                                   Chief Financial Officer

EX-99.1

                        [Letterhead of Arthur Andersen]



Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549


May 21, 2002


Dear Sir/Madam:


We have read the three paragraphs of Item 4 included in the Form 8-K dated
May 23, 2002 of GB Property Funding Corp, GB Holdings, Inc. and Greate Bay
Hotel and Casino, Inc., respectively, to be filed with the Securities and
Exchange Commission and are in agreement with the statements contained
therein.


Very truly yours,



/s/Arthur Andersen LLP
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ARTHUR ANDERSEN LLP