<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>9
<FILENAME>y99713a1exv99w4.txt
<DESCRIPTION>EX-99.4: LETTER TO BROKERS
<TEXT>
<PAGE>
                                                                    Exhibit 99.4


                       AMERICAN REAL ESTATE PARTNERS, L.P.
                       AMERICAN REAL ESTATE FINANCE CORP.

                        OFFER TO EXCHANGE ALL OUTSTANDING
                   $353,000,000 AGGREGATE PRINCIPAL AMOUNT OF
                          8 1/8% SENIOR NOTES DUE 2012
              (CUSIP NOS. 029171 AA 3, U02919 AA 3 AND 029171 AB 1)
                                 IN EXCHANGE FOR
                   $353,000,000 AGGREGATE PRINCIPAL AMOUNT OF
                          8 1/8% SENIOR NOTES DUE 2012
           WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
                  PURSUANT TO THE PROSPECTUS DATED _____, 2004

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      YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME ON ________, 2004, UNLESS EXTENDED BY THE COMPANY (THE
"EXPIRATION DATE"). PRIVATE NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE
WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE.

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

TO:   BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES

      American Real Estate Partners, L.P., a Delaware limited partnership
("AREP"), and American Real Estate Finance Corp., a Delaware Corporation ("AREP
Finance," and together with AREP, the "Company") is offering, upon and subject
to the terms and conditions set forth in the Prospectus, dated _____, 2004 (the
"Prospectus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal"), to exchange (the "Exchange Offer") the Company's 8 1/8% Senior
Notes due 2012 (the "New Notes"), which have been registered under the
Securities Act of 1933, as amended, for the Company's outstanding 8 1/8% Senior
Notes due 2012 (the "Private Notes"). The Exchange Offer is being made in order
to satisfy certain obligations of the Company and American Real Estate Holdings
Limited Partnership, a Delaware limited partnership ("AREH," or the
"Guarantor"), contained in the Registration Rights Agreement, dated May 12,
2004, among the Company, the Guarantor and Bear, Stearns & Co. Inc., as initial
purchaser.

      We are requesting that you contact your clients for whom you hold Private
Notes regarding the Exchange Offer. For your information and for forwarding to
your clients for whom you hold Private Notes registered in your name or in the
name of your nominee, or who hold Private Notes registered in their own names,
we are enclosing the following documents:

      1.    Prospectus dated ______, 2004;

      2.    The Letter of Transmittal for your use and for the information of
            your clients;

      3.    A Notice of Guaranteed Delivery to be used to accept the Exchange
            Offer if certificates for Private Notes are not immediately
            available or time will not permit all required documents to reach
            Wilmington Trust Company prior to the Expiration Date (as defined
            below) or if the procedure for book-entry transfer cannot be
            completed on a timely basis;

      4.    A form of letter which may be sent to your clients for whose account
            you hold Private Notes registered in your name or the name of your
            nominee, with space provided for obtaining such clients'
            instructions with regard to the Exchange Offer; and

      5.    Guidelines for Certification of Taxpayer Identification Number on
            Substitute Form W-9.

      To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof or Agent's Message in lieu
of), with any required signature guarantees and any other required documents,
should be sent to the Wilmington Trust Company, and certificates representing
the Private Notes should be delivered to the


<PAGE>
Wilmington Trust Company, all in accordance with the instructions set forth in
the Letter of Transmittal and the Prospectus.

      If a holder desires to tender Private Notes pursuant to the Exchange Offer
but the Private Notes are not immediately available, or time will not permit
this Letter of Transmittal, the certificates representing Private Notes or other
required documents to reach the Wilmington Trust Company on or before the
Expiration Date, or the procedure for book-entry transfer cannot be completed on
a timely basis, such holder may effect a tender of such Private Notes in
accordance with the guaranteed delivery procedures set forth in the Prospectus
under "The Exchange Offer -- Guaranteed Delivery Procedures."

      Any transfer taxes incident to the transfer of Private Notes from the
holder to the Company will be paid by the Company, except as otherwise provided
in the Instructions in the Letter of Transmittal.

      Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to
Wilmington Trust Company, at Wilmington Trust Company's address and telephone
number set forth on the front of the Letter of Transmittal.

                        Very truly yours,


                        American Real Estate Partners, L.P.
                        American Real Estate Finance Corp.

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON
AS AN AGENT OF THE COMPANY OR WILMINGTON TRUST COMPANY, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OR EITHER THE
COMPANY OR WILMINGTON TRUST COMPANY WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT
FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures


</TEXT>
</DOCUMENT>
