UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

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

~~September~~Date of Report (Date of earliest event reported) June 295, ~~2005~~2006

~~Date~~Atlantic ofCoast ~~report~~Entertainment ~~(date~~Holdings, ~~of earliest event reported)~~Inc.

ATLANTIC COAST ENTERTAINMENT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware	333-110484	54-2131349


(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

c/o Sands Hotel & Casino Indiana Avenue & Brighton Park, 9th Floor Atlantic City, New Jersey 08401


c/o Sands Hotel & Casino Indiana Avenue and Brighton Park, 9^th Floor Atlantic City, New Jersey		08401

(Address of principal executive offices)		(Zip Code)

~~(Address~~Registrant’s oftelephone ~~principal~~number, ~~executive~~including ~~offices)(Zip~~area code (609) 441-4633

~~(609) 441-4000~~Not Applicable

(~~Registrant’s~~Former ~~telephone~~name ~~number~~or former address, ~~including~~if ~~area~~changed ~~code~~since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

o¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.~~13e~~13a-4(c))

~~Section~~Item 81.01 –Entry ~~Other~~into ~~Events~~a Material Definitive Agreement.

~~Item~~On June 85, 2006, ACE Gaming, LLC (“ACE”), a New Jersey limited liability company and a wholly-owned subsidiary of Atlantic Coast Entertainment Holdings, Inc.01 ~~Other~~(the ~~Events~~“Company”), entered into a call agreement (the “Option Agreement”), with American Real Estate Holdings Limited Partnership (“AREH”), pursuant to which AREH granted ACE the option to acquire all of its membership interests in AREP Boardwalk Properties, LLC (“AREP Boardwalk”). The Company is an indirect majority-owned subsidiary of AREH. The Option Agreement allows ACE to exercise its option at any time until 5:00 PM on June 5, 2007.

OnThe ~~September~~Option Agreement provides that the purchase price of the membership interests underlying the option set forth therein is (a) ~~29,~~the ~~2005~~sum of (i) $61 million, ~~Atlantic~~(ii) the ~~Coast~~Traymore ~~Entertainment~~Closing ~~Holdings~~Costs (as defined in the Option Agreement), ~~Inc.~~(iii) the ~~issued~~Traymore aFinancing ~~press~~Costs ~~release~~(as defined in the Option Agreement); and (iv) the Operating Costs (as defined in the Option Agreement), aplus, in each case, ~~copy~~interest thereon at a rate of ~~which~~8% isper ~~attached~~annum asless ~~Exhibit~~(b) 99any revenue received by AREP Boardwalk or AREH.1.

~~Section~~Item 9.01 – Financial Statements and Exhibits.

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits

~~(c)~~10.1* Call Agreement, dated as of June ~~Exhibits~~5, 2006, by and between ACE and AREH. 99.1* Definitions of certain terms in the Call Agreement.

~~99.1~~*Filed ~~Press Release, dated September 29, 2005.~~herewith

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SIGNATURES

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

		Atlantic Coast Entertainment Holdings, Inc.
	ATLANTIC COAST ENTERTAINMENT HOLDINGS, INC.
Dated: October 3, 2005				By:	/s/ Denise Barton
Dated: June 7, 2006	By:	/s/ Denise Barton
					Denise Barton
		Name:	Denise Barton
					Chief Financial Officer
		Title:	Vice President, Chief Financial Officer, and Principal Accounting Officer

Exhibit Index

99.1 Press Release, dated September 29, 2005.

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