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): May 10, 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

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

Item 12.      Results of Operations and Financial Condition.

     On May 10, 2004, American Real Estate Partners,  L.P ("AREP") announced its
results of  operations  for the three months ended March 31, 2004. A copy of the
related  press  release  for the three  months  ended  March  31,  2004 is being
furnished  as  Exhibit  99.1 to this  Form  8-K and is  incorporated  herein  by
reference in its entirety.



     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 11, 2004


         Exhibit Index

         99.1     Press Release of AREP dated May 10, 2004.