UNITED STATES
                             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): December 27, 2004

                       AMERICAN REAL ESTATE PARTNERS, L.P.
             (Exact name of registrant as specified in its charter)

               DELAWARE                                 1-9516                              13-3398766
---------------------------------------- ------------------------------------- -------------------------------------
    (State or other jurisdiction of            (Commission File Number)                   (IRS Employer
            incorporation)                                                             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)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))




         On December 27, 2004, AREP Sands Holding LLC ("AREP Sands"), a Delaware
limited liability company and an indirect subsidiary of American Real Estate
Partners, L.P. ("AREP"), pursuant to a note purchase agreement, dated as of that
date, by and among AREP Sands, as purchaser, Barberry Corp. ("Barberry") and
Cyprus, LLC ("Cyprus"), as seller, purchased $37,009,500 principal amount of 3%
Notes due 2008 (the "Notes") issued by Atlantic Coast Entertainment Holdings,
Inc. ("Atlantic Holdings"), a wholly-owned subsidiary of GB Holdings, Inc. ("GB
Holdings"), for cash consideration of $36 million. Interest on the Notes is
payable in kind, accreting annually at a rate of 3%. The Notes are convertible,
under certain circumstances, into 65.909 shares of common stock of Atlantic
Holdings for each $1,000 of principal amount of such Notes and are secured by
all existing and future assets of Atlantic Holdings and ACE Gaming, LLC, a
wholly-owned subsidiary of Atlantic Holdings. ACE Gaming LLC is the owner and
operator of The Sands Hotel and Casino located in Atlantic City, New Jersey.

         Each of Cyprus and Barberry is controlled by Carl C. Icahn. AREP
indirectly owns approximately 36.3% of the outstanding common stock of GB
Holdings and Cyprus owns approximately 41.2% of the outstanding common stock of
GB Holdings. After giving effect to this transaction, AREP indirectly owns
approximately 96.5% of the outstanding Notes. The remaining Notes are owned by
unaffiliated holders.

         Mr. Icahn indirectly owns approximately 86.5% of AREP's limited
partnership depositary and preferred units and indirectly owns 100% of AREP's
general partner, American Property Investors, Inc. The purchase described above
was approved by the Audit Committee of AREP's general partner. The Audit
Committee received advice from its independent financial advisors and legal
counsel. The Audit Committee received a fairness opinion from its financial
advisors to the effect that, as of the date of the transaction, the
consideration to be paid by AREP Sands for the Notes was fair, from a financial
point of view, to AREP.


         99.1 Note Purchase Agreement, dated December 27, 2004, by and among
AREP Sands Holding LLC, as purchaser, Barberry Corp. and Cyprus, LLC, as seller.

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         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
                                               Vice President, Chief Financial 
                                               Officer, Secretary and Treasurer

Date:    December 30, 2004