RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                        GREATE BAY HOTEL AND CASINO, INC.

            Greate Bay Hotel and Casino, Inc., organized under the laws of the
State of New Jersey, in accordance with the provisions of N.J.S.A. 14A:9-5 in
order to restate and amend in a single certificate the provisions of its
certificate of incorporation as heretofore amended, does hereby certify:

      FIRST: The name of the corporation is Greate Bay Hotel and Casino, Inc.

      SECOND: The purpose for which this corporation is organized is to engage
in any activity within the purposes for which corporations may be organized
under the New Jersey Business Corporation Act, N.J.S.A. 14A:1-1 et seq.,
including, without limitation, the conduct of casino gaming.

      THIRD: The Corporation is authorized to issue 2500 shares of common stock,
with no par value.

      FOURTH: The Corporation shall not create, designate, authorize or cause to
be issued any class or series of non-voting stock.

      FIFTH: Notwithstanding anything to the contrary contained in this
Certificate, this Certificate shall be deemed to include all provisions required
by the Casino Control Act, P.L. 1977, Chapter 100, as amended and as may
hereafter be amended from time to time (the "Casino Control Act") and to the
extent that anything contained herein or in the by-laws of the Corporation is
inconsistent with the Casino

<PAGE>

Control Act, the provisions of such Act shall govern. All provisions of the
Casino Control Act, to the extent required by law to be stated in this
Certificate, are herewith incorporated by reference.

      SIXTH: This Certificate shall be generally subject to the provisions of
the Act and the rules and regulations of the New Jersey Casino Control
Commission (the "Commission") promulgated thereunder. Specifically, and in
accordance with the provisions of Section 82(d)(7) of the Act, N.J.S.A.
5:12-82(d)(7), the Commission shall have the right of prior approval with regard
to transfers of securities, shares and other interests in the Corporation and
any securities of the Corporation are held subject to the condition that of a
holder thereof is found to be disqualified by the Commission pursuant to the
provisions of the Act, such holder will dispose of his interest in the
Corporation; provided, however, that, notwithstanding any other provision of law
to the contrary, nothing herein contained shall be deemed to require that any
security of the Corporation bear any legend to this effect. Specifically, and in
accordance with the provisions of Section 82(d)(8) of the Act, N.J.S.A.
5:12-82(d)(8), the Corporation shall have the absolute rights to repurchase, at
the market price or the purchase price, whichever is less, any security, share
or other interest in the Corporation in the event that the Commission
disapproves a transfer of securities in accordance with the provisions of the
Act.

      SEVENTH: The address of the Corporation's current registered office is 830
Bear Tavern Road, Suite 305, Trenton, New Jersey 08628-1020, and the name of the
Corporation's registered agent at that address is Corporation Service Company.


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<PAGE>

      EIGHTH: The number of directors constituting the Corporation's current
board is six, and the names of the current directors of the Corporation are and
the address for each of the directors is:

            Name                    Address
            ----                    -------

            Carl C. Icahn           767 Fifth Avenue, 47th Floor
                                    New York, New York  10153

            Robert Mitchell         767 Fifth Avenue, 47th Floor
                                    New York, New York  10153

            Martin L. Hirsch        767 Fifth Avenue, 47th Floor
                                    New York, New York  10153

            Michael L. Ashner       100 Jericho Quadrangle, Suite 214
                                    Jericho, New York  11753

            Frederick H. Kraus      c/o Sands Hotel & Casino
                                    Indiana Avenue & Brighton Park
                                    Atlantic City, New Jersey 08401

            Timothy A. Ebling       c/o Sands Hotel & Casino
                                    Indiana Avenue & Brighton Park
                                    Atlantic City, New Jersey 08401

      NINTH: The Corporation shall indemnify every corporate agent of the
corporation as defined in, and to the full extent permitted by, Section 14A:3-5
of the New Jersey Business Corporation Act and to the full extent otherwise
permitted by law.

      TENTH: To the full extent from time to time permitted by law, no director
or officer of the Corporation shall be personally liable to the Corporation or
to any of its shareholders for damages for breach of any duty owed to the
Corporation or to its shareholders. Neither the amendment or repeal of this
Article


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<PAGE>

TENTH, nor the adoption of any provision of this Restated Certificate of
Incorporation inconsistent with this Article TENTH, shall eliminate or reduce
the protection afforded by this Article TENTH to a director or officer of the
Corporation in respect to any matter which occurred, or any cause of action,
suit or claim which but


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<PAGE>

for this Article TENTH would have accrued or arisen, prior to such amendment,
repeal or adoption.

      IN WITNESS WHEREOF, GREATE BAY HOTEL AND CASINO, INC. has caused its duly
authorized officer to execute this certificate this ____ day of September, 2000.

                              GREATE BAY HOTEL AND CASINO, INC.


                              BY:______________________________


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<PAGE>

                        GREATE BAY HOTEL AND CASINO, INC.

                             CERTIFICATE OF ADOPTION

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION

      FIRST: The name of the Corporation is Greate Bay Hotel and Casino, Inc.

      SECOND: In lieu of a meeting and vote of the shareholders and in
accordance with N.J.S.A. 14A:14-25, the foregoing Restated Certificate of
Incorporation was adopted pursuant to the Order Confirming the Joint Plan of
Reorganization for Greate Bay Hotel and Casino, Inc., GB Holdings, Inc. and GB
Property Funding Corp. entered on August 14, 2000 by the United States
Bankruptcy Court for the District of New Jersey.

      IN WITNESS WHEREOF, GREATE BAY HOTEL AND CASINO, INC. has caused its duly
authorized officer to execute this certificate this ____ day of September, 2000.


                              GREATE BAY HOTEL AND CASINO, INC.


                              BY:________________________________


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