WASHINGTON, D.C. 20549


                                    FORM 8-K

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

                                  May 27, 2004
                Date of Report (Date of earliest event reported)

                       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 Number)

                             100 SOUTH BEDFORD ROAD
                               MT. KISCO, NY 10549
         (Address of Registrant's Principal Executive Office) (Zip Code)

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

          (Former Name or Former Address, if Changed Since Last Report)


         On May 27, 2004 the Company issued a press release, a copy of which is
filed as Exhibit 99.1.


         (c) Exhibits.

99.1     Press Release of American Real Estate Partners, L.P., dated May 27,


         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.

                                    By:     American Property Investors, Inc.
                                            General Partner

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

Dated:  May 27, 2004

                                                                   Exhibit 99.1

Contact: John P. Saldarelli
         Secretary and Treasurer
         (914) 242-7700

                              FOR IMMEDIATE RELEASE

        American Casino & Entertainment Properties Closes Acquisition of
                     Arizona Charlie's Casinos in Las Vegas

     MOUNT  KISCO,  N.Y.,  May 27,  2004--American  Real Estate  Partners,  L.P.
(NYSE:ACP)  ("AREP")  announced  today  that  American  Casino  &  Entertainment
Properties LLC ("American Casino"),  an indirect  wholly-owned  subsidiary,  has
closed its previously  announced  acquisition of Arizona  Charlie's  Decatur and
Arizona Charlie's  Boulder,  two casinos in Las Vegas, from Carl C. Icahn and an
entity affiliated with Mr. Icahn for an aggregate consideration of $125,900,000.
In addition,  American Real Estate  Holdings  Limited  Partnership  ("AREH"),  a
subsidiary of AREP,  has  transferred  100% of the common stock of  Stratosphere
Corporation,  the entity that owns the  Stratosphere  Casino  Hotel & Tower,  to
American Casino.  As a result,  following the acquisition and the  contribution,
American Casino now owns and operates three gaming and entertainment  properties
in the Las Vegas metropolitan area.

     In  connection  with the  closing,  the net  proceeds of American  Casino's
previously  announced offering of senior secured notes due 2012 in the aggregate
principal amount of $215 million were released from escrow.  American Casino has
used the funds released from the escrow account to pay the acquisition  purchase
price and to repay certain indebtedness of Stratosphere Corporation to AREH, and
will  use the  remaining  funds  to fund  distributions  to its  direct  parent,
American Entertainment Properties Corp., a wholly-owned subsidiary of AREH.

     AREP 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,  market and competitive  conditions,
the extent,  duration and strength of any economic  recovery 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.