UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~Washington,~~UNITED ~~D.C.~~STATES SECURITIES ~~20549~~AND EXCHANGE COMMISSION

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934~~

~~Date~~CURRENT ofREPORT Pursuant ~~Report~~to Section 13 OR 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported)~~Exchange ~~June 5,~~Act ~~2006~~of 1934

~~Atlantic~~Date ~~Coast~~of ~~Entertainment~~Report ~~Holdings~~(Date of earliest event reported) July 5, ~~Inc.~~2006

~~(Exact~~Atlantic ~~name~~Coast ofEntertainment ~~registrant~~Holdings, ~~as specified in its charter)~~Inc.

Delaware		333-110484		54-2131349
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

(Exact name of registrant as specified in its charter)

c/o Sands Hotel & Casino Indiana Avenue and Brighton Park, 9th Floor Atlantic City, New Jersey	08401
Delaware	333-110484	54-2131349
(Address of principal executive offices)	(Zip Code)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Registrant’s telephone number, including area code (609) 441-4633


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)

~~Not~~Registrant’s ~~Applicable~~telephone number, including area code (609) 441-4633

~~(Former~~Not ~~name or former address, if changed since last report.)~~Applicable

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~ report.)

¨Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule 425~~simultaneously ~~under~~satisfy the ~~Securities~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~230.425)~~registrant under any of the following provisions:

¨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 240.13a-4(c))

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

¨Item ~~Pre-commencement~~8.01 ~~communications~~Other ~~pursuant~~Events ~~to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))~~ SIGNATURES

Item 1.01Table Entryof into a Material Definitive Agreement. Contents

~~On June~~Item ~~5, 2006, ACE Gaming, LLC (“ACE”), a New Jersey limited liability company and a wholly-owned subsidiary of Atlantic Coast Entertainment Holdings, Inc~~8.01 ~~(the~~Other ~~“Company”),~~Events 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.

~~The~~Suspension ~~Option Agreement provides that the purchase price~~ of ~~the~~Casino ~~membership~~Operations ~~interests underlying the option set forth therein is (a) the sum of (i) $61 million, (ii) the Traymore Closing Costs (as defined~~ in ~~the~~Atlantic ~~Option Agreement)~~City, ~~(iii) the~~New Traymore Financing Costs (as defined in the Option Agreement); and (iv) the Operating Costs (as defined in the Option Agreement), plus, in each case, interest thereon at a rate of 8% per annum less (b) any revenue received by AREP Boardwalk or AREHJersey.

~~Item~~As a result of an executive order issued by the Governor of New Jersey declaring a state of emergency due to the State’s failure to adopt a budget, the New Jersey Casino Control Commission (the “Commission”) ordered all wagering activities to cease at Atlantic City casinos commencing at 8:00 am on July 95, 2006.01 ~~Financial~~Atlantic ~~Statements~~Coast ~~and~~Entertainment ~~Exhibits~~Holdings Inc. (the “Company”), has complied with the Commissions order. The Company will resume casino operations as soon as it is permitted to do so.

~~(d) Exhibits~~[remainder of page intentionally left blank; signature page follows]

10.1Table Call Agreement, dated as of June 5, 2006, by and between ACE and AREH. 99.1 Definitions of certain terms in the Call Agreement. Contents

*Filed herewithSIGNATURES

~~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.

~~Pursuant~~ATLANTIC toCOAST ~~the~~ENTERTAINMENT ~~requirements of the Securities Exchange Act of 1934~~HOLDINGS, ~~the~~INC. ~~registrant~~By: ~~has~~/s/ ~~duly caused~~Denise ~~this~~Barton ~~report~~Name: toDenise beBarton ~~signed~~Title: onVice ~~its~~President, ~~behalf~~Chief byFinancial ~~the~~Officer, ~~undersigned~~and ~~hereunto~~Principal ~~duly~~Accounting ~~authorized.~~ Officer

	ATLANTIC COAST ENTERTAINMENT HOLDINGS, INC.
Dated: June 7, 2006	By:	/s/ Denise Barton
		Name:	Denise Barton
		Title:	Vice President, Chief Financial Officer, and Principal Accounting Officer

Dated: July 5, 2006

UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

Item 1.01Table Entryof into a Material Definitive Agreement. Contents

10.1*Table Call Agreement, dated as of June 5, 2006, by and between ACE and AREH. 99.1* Definitions of certain terms in the Call Agreement. Contents

10.1Table Call Agreement, dated as of June 5, 2006, by and between ACE and AREH. 99.1 Definitions of certain terms in the Call Agreement. Contents

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