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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950123-04-005219.txt : 20040427
<SEC-HEADER>0000950123-04-005219.hdr.sgml : 20040427
<ACCEPTANCE-DATETIME>20040427172129
ACCESSION NUMBER:		0000950123-04-005219
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040427
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040427

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMERICAN REAL ESTATE PARTNERS L P
		CENTRAL INDEX KEY:			0000813762
		STANDARD INDUSTRIAL CLASSIFICATION:	OPERATORS OF NONRESIDENTIAL BUILDINGS [6512]
		IRS NUMBER:				133398766
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09516
		FILM NUMBER:		04757795

	BUSINESS ADDRESS:	
		STREET 1:		100 SOUTH BEDFORD ROAD
		CITY:			MT KISCO
		STATE:			NY
		ZIP:			10549
		BUSINESS PHONE:		9142427700
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>y96733e8vk.txt
<DESCRIPTION>AMERICAN REAL ESTATE PARTNERS, L.P.
<TEXT>
<PAGE>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of Earliest Event Reported): APRIL 27, 2004

                       AMERICAN REAL ESTATE PARTNERS, L.P.
         ---------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


    DELAWARE                        1-9516                  13-3398766
- -------------------------------------------------------------------------------
(State of Organization)    (Commission File Number)        (IRS Employer
                                                        Identification No.)

                    100 South Bedford Road, Mt. Kisco, NY   10549
- -------------------------------------------------------------------------------
                 (Address of Principal Executive Offices)   (Zip Code)

Registrant's telephone number, including area code: (914) 242-7700

                                       N/A
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>

ITEM 5.  OTHER EVENTS.

      On April 27, 2004, American Real Estate Partners, L.P. ("AREP") issued a
press release, a copy of which is filed as Exhibit 99.1 and is incorporated by
reference herein.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (a) AND (b) NOT APPLICABLE.

         (c) EXHIBITS

         99.1  Press Release, dated April 27, 2004, issued by AREP.


      [remainder of page intentionally left blank; signature page follows]


                                        2
<PAGE>
                                   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.

                              AMERICAN REAL ESTATE PARTNERS, L.P.
                              (Registrant)

                              By:   American Property Investors, Inc.
                                    General Partner


                                    By:   /s/ John P. Saldarelli
                                          ------------------------------
                                          John P. Saldarelli
                                          Chief Financial Officer,
                                          Secretary and Treasurer

Dated:  April 27, 2004


                                        3
<PAGE>

EXHIBIT INDEX

99.1      Press Release, dated April 27, 2004, issued by AREP.


                                        4


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>y96733exv99w1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>

                                                                    Exhibit 99.1

CONTACT:    JOHN P. SALDARELLI
            SECRETARY AND TREASURER
            (914) 242-7700

                              FOR IMMEDIATE RELEASE

     AMERICAN REAL ESTATE PARTNERS, L.P. ANNOUNCES OFFERING OF SENIOR NOTES

MOUNT KISCO, N.Y., April 27, 2004--American Real Estate Partners, L.P.
(NYSE:ACP) ("AREP") announced today that it intends to offer $300 million
aggregate principal amount of senior notes due 2012 in a private placement
transaction, subject to market and certain other conditions.

      Net proceeds from the offering will be used for general business purposes,
including to pursue AREP's primary business strategy of acquiring undervalued
assets in either its existing lines of business or other businesses and to
provide additional capital to grow its existing businesses.

      The notes to be offered have not been registered under the Securities Act
of 1933 or applicable state securities laws and may not be offered or sold in
the United States absent registration or an applicable exemption from the
registration requirements of the Securities Act of 1933 and applicable state
securities laws. This announcement shall not constitute an offer to sell or the
solicitation of an offer to buy the notes.

      American Real Estate Partners, L.P. is a master limited partnership.

      This release contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, many of which
are beyond our ability to control or predict. Among these risks and
uncertainties are changes in general economic conditions, the extent, duration
and strength of any economic recovery, the extent of any tenant bankruptcies and
insolvencies, our ability to maintain tenant occupancy at current levels, our
ability to obtain, at reasonable costs, adequate insurance coverage, competition
for investment properties and other risks and uncertainties detailed from time
to time in our filings with the SEC, including our 2003 Form 10-K, Form 10-Qs
and Form 8-Ks.


                                        5

</TEXT>
</DOCUMENT>
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