content: UNITED STATES
                         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 22, 2007
                                                                   --------------
  
  
                         AMERICAN REAL ESTATE PARTNERS, L.P.
                         -----------------------------------
               (Exact name of registrant as specified in its charter)
  
            Delaware                       1-9516                 13-3398766
       ------------------                  ------                 ----------
   (State of Incorporation)             (Commission             (I.R.S. Employer
                                        File Number)           Identification No.)
  
                            767 Fifth Avenue, Suite 4700
                              New York, New York 10153
                              ------------------------
                 (Address of principal executive offices)(Zip code)
  
                                   (212) 702-4300
                                   ---------------
                   (Registrant's telephone number, including area code)
  
  
  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 communications pursuant to Rule 425 under the Securities Act
  (17 CFR 230.425)
  
  |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
  (17 CFR 240.14a-12)
  
  |_| 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))
  
  
  
  <PAGE>
  
  
  
  
  Section 1 - Registrant's Business and Operations
  
           Item 1.01 Entry into a Material Definitive Agreement
  
  On April 22,  2007,  American  Entertainment  Properties  Corp.,  a wholly owned
  subsidiary  of American  Real Estate  Partners,  L.P.  ("AREP"),  entered into a
  Membership  Interest  Purchase  Agreement  with  W2007/ACEP  Holdings,  LLC,  an
  affiliate  of  Whitehall  Street  Real  Estate  Funds,  a series of real  estate
  investment funds affiliated with Goldman, Sachs & Co., to sell all of the issued
  and  outstanding   membership  interests  of  American  Casino  &  Entertainment
  Properties,  LLC ("ACEP"),  which comprises AREP's gaming  operations,  for $1.3
  billion.  ACEP's casino assets are comprised of the Stratosphere  Casino Hotel &
  Tower, the Arizona  Charlie's  Decatur,  the Arizona  Charlie's  Boulder and the
  Aquarius Casino Resort.
  
  Section 9 - Financial Statements and Exhibits
  
           Item 9.01.        Financial Statements and Exhibits
  
           (d) Exhibits
           Exhibit 10.45 - Membership Interest Purchase Agreement, dated April 22,
  2007, by and between W2007/ACEP Holdings, LLC and American Entertainment
  Properties Corp.
  
           Exhibit 99.1 - Press release dated April 23, 2007
  
  
  <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)
  
  
  Date:  April 24, 2007               By:  AMERICAN PROPERTY
                                           INVESTORS, INC., its General Partner
  
                                        By: /s/ Keith A Meister
                                            ------------------------
                                             Keith A. Meister
                                             Principal Executive Officer
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "e9545629v2.txt", "secsgml_size_bytes": 4134}]
metadata_filer: {"company-data": {"conformed-name": "AMERICAN REAL ESTATE PARTNERS L P", "cik": "0000813762", "assigned-sic": "6512", "irs-number": "133398766", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09516", "film-number": "07783044"}, "business-address": {"street1": "767 FIFTH AVENUE", "street2": "SUITE 4700", "city": "NEW YORK,", "state": "NY", "zip": "10153", "phone": "(212) 702-4300"}, "mail-address": {"street1": "767 FIFTH AVENUE", "street2": "SUITE 4700", "city": "NEW YORK,", "state": "NY", "zip": "10153"}}
text: UNITED STATES
                         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 22, 2007
                                                                   --------------
  
                         AMERICAN REAL ESTATE PARTNERS, L.P.
                         -----------------------------------
               (Exact name of registrant as specified in its charter)
  
            Delaware                       1-9516                 13-3398766
       ------------------                  ------                 ----------
   (State of Incorporation)             (Commission             (I.R.S. Employer
                                        File Number)           Identification No.)
  
                            767 Fifth Avenue, Suite 4700
                              New York, New York 10153
                              ------------------------
                 (Address of principal executive offices)(Zip code)
  
                                   (212) 702-4300
                                   ---------------
                   (Registrant's telephone number, including area code)
  
  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 communications pursuant to Rule 425 under the Securities Act
  (17 CFR 230.425)
  
  |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
  (17 CFR 240.14a-12)
  
  |_| 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))
  Section 1 - Registrant's Business and Operations
  
           Item 1.01 Entry into a Material Definitive Agreement
  
  On April 22,  2007,  American  Entertainment  Properties  Corp.,  a wholly owned
  subsidiary  of American  Real Estate  Partners,  L.P.  ("AREP"),  entered into a
  Membership  Interest  Purchase  Agreement  with  W2007/ACEP  Holdings,  LLC,  an
  affiliate  of  Whitehall  Street  Real  Estate  Funds,  a series of real  estate
  investment funds affiliated with Goldman, Sachs & Co., to sell all of the issued
  and  outstanding   membership  interests  of  American  Casino  &  Entertainment
  Properties,  LLC ("ACEP"),  which comprises AREP's gaming  operations,  for $1.3
  billion.  ACEP's casino assets are comprised of the Stratosphere  Casino Hotel &
  Tower, the Arizona  Charlie's  Decatur,  the Arizona  Charlie's  Boulder and the
  Aquarius Casino Resort.
  
  Section 9 - Financial Statements and Exhibits
  
           Item 9.01.        Financial Statements and Exhibits
  
           (d) Exhibits
           Exhibit 10.45 - Membership Interest Purchase Agreement, dated April 22,
  2007, by and between W2007/ACEP Holdings, LLC and American Entertainment
  Properties Corp.
  
           Exhibit 99.1 - Press release dated April 23, 2007
  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)
  
  Date:  April 24, 2007               By:  AMERICAN PROPERTY
                                           INVESTORS, INC., its General Partner
  
                                        By: /s/ Keith A Meister
                                            ------------------------
                                             Keith A. Meister
                                             Principal Executive Officer