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                                                                    EXHIBIT 14.1

                                 Code of Ethics

                       For the Principal Executive Officer
                          And Senior Financial Officers
                                       Of
                                GB Holdings, Inc.




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GB Holdings, Inc. (the "Company") is committed to conducting its business in
compliance with all the applicable laws and regulations of the countries in
which it operates and in accordance with high standards of business conduct. The
Company strives to maintain the highest standard of accuracy, completeness and
disclosure in its financial dealings, records and reports. These standards serve
as the basis for managing the Company's business, for meeting the Company's
duties to its shareholders and for maintaining compliance with financial
reporting requirements. The Company's principal executive officer and all of the
Company's senior financial officers must agree to comply with the following
principles and will promote and support this Code of Ethics, and comply with the
following principles. For the purposes of this Code of Ethics, "senior financial
officers" means the Company's principal financial officer and controller or
principal accounting officer, or persons performing similar functions.

The Principal Executive Officer and each Senior Financial Officer of the Company
will adhere to and advocate the following principals and responsibilities
governing his or her professional and ethical conduct, each to the best of his
or her knowledge and ability:

1.       Act with honesty and integrity and in an ethical manner in handling
         actual or apparent conflicts of interest between personal and
         professional relationships.

2.       Promptly disclose to the Company, through the Chief Financial Officer
         or Audit Committee, any material transaction or relationship that
         reasonably could be expected to give rise to a conflict of interest
         between personal and professional relationships.

3.       Provide disclosure that is full, fair, accurate, timely and
         understandable in documents filed with the Securities and Exchange
         Commission ("SEC") and other public communications.

4.       Comply with rules and regulations of federal, state, provincial and
         local governments and other appropriate and private and public
         regulatory agencies.

5.       Act in good faith, responsibly, with due care, competence and
         diligence, without misrepresenting material facts.

6.       Use good business judgment in the processing and recording of all
         financial transactions.

7.       Respect the confidentiality of information acquired in the course of
         the Company's business, except when authorized or otherwise legally
         obligated to disclose such information, and not use confidential
         information acquired in the course of work for personal advantage.

8.       Promote ethical behavior among constituents in the work environment.

9.       Achieve responsible use of and control over all assets and resources
         employed or entrusted to him or her.

10.      Comply with generally accepted accounting standards and practices,
         rules, regulations and controls.

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11.      Ensure that accounting entries are promptly and accurately recorded and
         properly documented and that no accounting entry intentionally distorts
         or disguises the true nature of any business transaction.

12.      Maintain books and records that fairly and accurately reflect the
         Company's business transactions.

13.      Sign only those documents that he or she believes to be accurate and
         truthful.

14.      Devise, implement and maintain sufficient internal controls to assure
         that financial record keeping objectives are met.

15.      Prohibit the establishment of any undisclosed or unrecorded funds or
         assets for any purpose and provide for the proper and prompt recording
         of all disbursements of funds and all receipts.

16.      Not knowingly be a party to any illegal activity or engage in acts that
         are discreditable to my profession or the Company.

17.      Not make, or tolerate to be made, false or artificial statements or
         entries for any purpose in the books and records of the Company or in
         any internal or external correspondence, memoranda, or communication of
         any type, including telephone or wire communications.

18.      Report to the Company, through the Chief Financial Officer or Audit
         Committee, any situation where the Code of Ethics, the Company's
         standards or the laws are being violated.

19.      Any waiver of this Code of Ethics for the Principal Executive Officer
         and Senior Financial Officers must be approved by the Company's Board
         of Directors and disclosed in an SEC Form 8-K within five days.

         The parties subject to this Code of Ethics will execute an
acknowledgement, which is attached hereto as Exhibit A, to acknowledge that they
agree to comply with these requirements.

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                                                                       EXHIBIT A

                                 ACKNOWLEDGEMENT

         I certify that I have read, am familiar with and understand the Code of
Ethics (the "Code") of GB Holdings, Inc. (the "Company").

         I represent that I will comply with the Code as long as I am employed
by the Company as the principal executive officer or a senior financial officer
(as defined in the Code).

         I understand and agree that failure to comply with the Code will not be
tolerated by the Company and that deviations therefrom or violations thereof
will result in serious consequences, which may include, but may not be limited
to, serious reprimand, dismissal or other legal actions.


                                     __________________________________
                                     Name:
                                     Title:
                                     Date:



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