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<SEC-DOCUMENT>0000950123-04-009476.txt : 20040810
<SEC-HEADER>0000950123-04-009476.hdr.sgml : 20040810
<ACCEPTANCE-DATETIME>20040809181216
ACCESSION NUMBER:		0000950123-04-009476
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040809
ITEM INFORMATION:		Results of Operations and Financial Condition
FILED AS OF DATE:		20040810

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:		04962597

	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>y99989e8vk.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): AUGUST 9, 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 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

        On August 9, 2004, American Real Estate Partners, L.P ("AREP")
announced its results of operations for the three and six months ended June 30,
2004.  A copy of the related press release for the three months ended June 30,
2004 is being furnished as Exhibit 99.1 to this Form 8-K and is incorporated
herein by reference in its entirety.


<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:   August 9, 2004
<PAGE>
         EXHIBIT INDEX

         99.1   Press Release of AREP dated August 9, 2004.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>y99989exv99w1.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. REPORTS SECOND QUARTER AND SIX MONTH
                                   RESULTS

MOUNT KISCO, NEW YORK, AUGUST 9, 2004 - American Real Estate Partners, L.P.
(NYSE:ACP) today reported the following second quarter and six month financial
results:

        In the second quarter of 2004 earnings were $81,786,000 compared to a
loss of $2,787,000 in the second quarter of 2003. Of this difference,
approximately $47 million was from an increase in income from discontinued
operations as a result of gains on sale of real estate, approximately $19
million was from a write-down of other investments in 2003, approximately $8
million was the result of a gain on the sale of certain marketable debt
securities and approximately $7 million was the result of increased income from
hotel and casino operations.

        For the second quarter, diluted earnings (loss) per weighted average
limited partnership unit outstanding were $1.54 in 2004 and ($.13) in 2003.

        Earnings in the six months ended June 30, 2004 were $144,806,000
compared to $11,605,000 in the six months ended June 30, 2003.  Of this
increase, approximately $54 million was from an increase in income from
discontinued operations as a result of gains on sale of real estate,
approximately $19 million was from a write-down of other investments in 2003,
approximately $37 million was the result of a gain on the sale of certain
marketable debt securities, approximately $15 million was the result of
increased income from hotel and casino operations and approximately $8 million
was from increased interest income.

        For the six months ended June 30, 2004, diluted earnings per weighted
average limited partnership unit outstanding were $2.66 compared to $.07 in
2003.

The financial statements have been restated for the three and six months ended
June 30, 2003 to include the earnings of our subsidiaries: National Energy
Group, Inc. and American Casino & Entertainment Properties LLC.

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






<PAGE>
      FOR IMMEDIATE RELEASE

                    AMERICAN REAL ESTATE PARTNERS, L.P.
                REPORTS SECOND QUARTER AND SIX MONTH RESULTS

                        CONSOLIDATED RESULTS OF EARNINGS
                IN THOUSANDS OF DOLLARS EXCEPT PER UNIT DATA


<TABLE>
<CAPTION>
SECOND QUARTER ENDED JUNE 30,                   2004               2003
- ----------------------------------------    ------------       ------------
                                                               (RESTATED) (1)
                                                      (UNAUDITED)
<S>                                         <C>                <C>
Revenues                                    $    117,901       $     90,645
                                            ============       ============
Operating income                            $     25,834       $     15,541
Write-down of other investments                       --            (18,798)
Loss on sales and disposition of
   real estate                                      (226)              (272)
Gain on sales of marketable debt
   securities                                      8,310                 --
Income tax expense                                (3,088)            (3,167)
                                            ------------       ------------
Income from continuing operations                 30,830             (6,696)
Income from discontinued operations               50,956              3,909
                                            ------------       ------------

Net earnings                                $     81,786       $     (2,787)
                                            ============       ============

  Net earnings per L.P. unit:

  Basic:
     Income (loss) from continuing
     operations                             $        .63       $       (.21)
     Income from discontinued operations            1.08                .08
                                            ------------       ------------

  Basic earnings (loss) per L.P. unit       $       1.71       $       (.13)
                                            ============       ============

Weighted average units outstanding            46,098,284         46,098,284
                                            ============       ============

Diluted:
   Income (loss) from continuing
   operations                               $        .58       $       (.21)
   Income from discontinued operations               .96                .08
                                            ------------       ------------

   Diluted earnings (loss) per L.P.
   unit                                     $       1.54       $       (.13)
                                            ============       ============

Weighted average units and
   equivalent units outstanding               51,938,033         46,098,284
                                            ============       ============
</TABLE>


(1) THE FINANCIAL STATEMENTS HAVE BEEN RESTATED TO REFLECT THE EARNINGS OF OUR
SUBSIDIARIES: I) NATIONAL ENERGY GROUP, INC., AND II) AMERICAN CASINO AND
ENTERTAINMENT PROPERTIES LLC.
<PAGE>
FOR IMMEDIATE RELEASE

                    AMERICAN REAL ESTATE PARTNERS, L.P.
                REPORTS SECOND QUARTER AND SIX MONTH RESULTS

                        CONSOLIDATED RESULTS OF EARNINGS
                IN THOUSANDS OF DOLLARS EXCEPT PER UNIT DATA

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,                         2004               2003
- -----------------------------------------     ------------       ------------
                                                                 (RESTATED) (1)
                                                        (UNAUDITED)
<S>                                           <C>                <C>
Revenues                                      $    222,023       $    184,245
                                              ============       ============
Operating income                              $     50,732       $     31,872
Provision for loss on real estate                       --               (200)
Write down of other investments                         --            (18,798)
Write-down of equity securities
   available for sale                                   --               (961)
Gain on sales and disposition of
   real estate                                       5,821                866
Gain on sales of marketable debt
   securities                                       37,167                 --
Income tax expense                                  (9,257)            (7,059)
                                              ------------       ------------
Income from continuing operations                   84,463              5,720
Income from discontinued operations                 60,343              5,885
                                              ------------       ------------

Net earnings                                  $    144,806       $     11,605
                                              ============       ============

  Net earnings per L.P. unit:

  Basic:
     Income (loss) from continuing
     operations                               $       1.68       $       (.06)
     Income from discontinued operations              1.28                .13
                                              ------------       ------------

  Basic earnings per L.P. unit                $       2.96       $        .07
                                              ============       ============

Weighted average units outstanding              46,098,284         46,098,284
                                              ============       ============

Diluted:
   Income (loss) from continuing
   operations                                 $       1.53       $       (.06)
   Income from discontinued operations                1.13                .13
                                              ------------       ------------

   Diluted earnings per L.P. unit             $       2.66       $        .07
                                              ============       ============

Weighted average units and
   equivalent units outstanding                 52,218,668         46,098,284
                                              ============       ============
</TABLE>


(1) THE FINANCIAL STATEMENTS HAVE BEEN RESTATED TO REFLECT THE EARNINGS OF OUR
SUBSIDIARIES: I) NATIONAL ENERGY GROUP, INC., AND II) AMERICAN CASINO AND
ENTERTAINMENT PROPERTIES LLC.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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