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 16, 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
  
  SECTION 2 - FINANCIAL INFORMATION
  
        ITEM 2.03  CREATION OF DIRECT  FINANCIAL  OBLIGATION  OR AN OBLIGATION
        UNDER AN OFF- BALANCE SHEET ARRANGEMENT OF REGISTRANT
  
           American Real Estate Partners, L.P. (NYSE: ACP) ("AREP") today
  announced that it had sold an aggregate of $300 million of its Variable Rate
  Senior Convertible Notes due 2013 (the "Notes") to Portside Growth and
  Opportunity Fund, an investment fund managed by Ramius Capital Group, LLC
  ("Ramius Capital"), and an investment fund managed by Highbridge Capital
  Management, LLC ("Highbridge"), pursuant to an option granted to Ramius Capital
  and Highbridge under a Securities Purchase Agreement entered into among the
  Company, Ramius Capital and Highbridge. As a result, to date, AREP has sold a
  total of $500 million of the Notes.  The Notes were sold in a private
  placement pursuant to Section 4(2) of the U.S. Securities Act of 1933 (the
  "Securities Act").
  
           As previously announced, AREP entered into the Securities Purchase
  Agreement with Ramius Capital and Highbridge on April 4, 2007, pursuant to which
  AREP sold an aggregate of $200 million of the Notes to Ramius Capital and
  Highbridge on April 5, 2007. Under the terms of the Securities Purchase
  Agreement, AREP granted Ramius Capital and Highbridge an option through April
  13, 2007 to purchase up to an additional $400 million in aggregate principal
  amount of the Notes. On April 12, 2007, Ramius Capital and Highbridge notified
  the Company that they were exercising such option with respect to an additional
  $300 million in aggregate principal amount of the Notes.
  
           Under the terms of the Securities Purchase Agreement, AREP now has the
  right, until May 5, 2007, to place an additional $100 million in aggregate
  principal amount of the Notes with other investors, subject to an option granted
  to Ramius Capital and Highbridge to purchase such additional Notes on or before
  April 25, 2007.
  
           The Notes bear interest at a rate of LIBOR minus 125 basis points, but
  no less than 4.0% nor higher than 5.5%, and are convertible into Depositary
  Units of AREP at a conversion price of $132.595 per share, subject to
  adjustments in certain circumstances.
  
           The Notes have not been and will not be registered under the Securities
  Act and may not be offered or sold in the United States absent registration or
  an applicable exemption from the registration requirements of the Securities
  Act.
  
           In connection with the sale of the Notes, AREP and the Initial Buyers
  have entered into a Registration Rights Agreement, pursuant to which AREP has
  agreed to file one or more shelf registration statements with respect to resales
  of Depositary Units issuable upon conversion of the Notes.
  
  SECTION 3 - SECURITIES AND TRADING MARKETS
  
         ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
  
           The information provided in Item 2.03 regarding the issuance and terms
  of the Variable Rate Senior Convertible Notes is hereby incorporated by
  reference.
  <PAGE>
  
           The Notes are being issued in a private placement pursuant to Rule 144A
  and Section 4(2) of the Securities Act and Rule 506 of Regulation D as
  promulgated by the SEC under the Securities Act.
  
  SECTION 8 - OTHER EVENTS
  
         ITEM 8.01         OTHER EVENTS
  
           On April 17, 2007, the Company issued a press release, a copy of which
  is furnished as Exhibit 99.1.
  
  SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
  
         ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS
  
         (D) EXHIBITS
  
         EXHIBIT 10.44 - Form of Variable Rate Senior Convertible Notes due 2013
  
         EXHIBIT 99.1 - Press release dated April 17, 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 17, 2007           By:  AMERICAN PROPERTY INVESTORS, INC.,
                                       its General Partner
  
                                  By: /s/ Keith A Meister
                                      ------------------------
                                      Keith A. Meister
                                      Principal Executive Officer
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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 16, 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
  
  SECTION 2 - FINANCIAL INFORMATION
  
        ITEM 2.03  CREATION OF DIRECT  FINANCIAL  OBLIGATION  OR AN OBLIGATION
        UNDER AN OFF- BALANCE SHEET ARRANGEMENT OF REGISTRANT
  
           American Real Estate Partners, L.P. (NYSE: ACP) ("AREP") today
  announced that it had sold an aggregate of $300 million of its Variable Rate
  Senior Convertible Notes due 2013 (the "Notes") to Portside Growth and
  Opportunity Fund, an investment fund managed by Ramius Capital Group, LLC
  ("Ramius Capital"), and an investment fund managed by Highbridge Capital
  Management, LLC ("Highbridge"), pursuant to an option granted to Ramius Capital
  and Highbridge under a Securities Purchase Agreement entered into among the
  Company, Ramius Capital and Highbridge. As a result, to date, AREP has sold a
  total of $500 million of the Notes.  The Notes were sold in a private
  placement pursuant to Section 4(2) of the U.S. Securities Act of 1933 (the
  "Securities Act").
  
           As previously announced, AREP entered into the Securities Purchase
  Agreement with Ramius Capital and Highbridge on April 4, 2007, pursuant to which
  AREP sold an aggregate of $200 million of the Notes to Ramius Capital and
  Highbridge on April 5, 2007. Under the terms of the Securities Purchase
  Agreement, AREP granted Ramius Capital and Highbridge an option through April
  13, 2007 to purchase up to an additional $400 million in aggregate principal
  amount of the Notes. On April 12, 2007, Ramius Capital and Highbridge notified
  the Company that they were exercising such option with respect to an additional
  $300 million in aggregate principal amount of the Notes.
  
           Under the terms of the Securities Purchase Agreement, AREP now has the
  right, until May 5, 2007, to place an additional $100 million in aggregate
  principal amount of the Notes with other investors, subject to an option granted
  to Ramius Capital and Highbridge to purchase such additional Notes on or before
  April 25, 2007.
  
           The Notes bear interest at a rate of LIBOR minus 125 basis points, but
  no less than 4.0% nor higher than 5.5%, and are convertible into Depositary
  Units of AREP at a conversion price of $132.595 per share, subject to
  adjustments in certain circumstances.
  
           The Notes have not been and will not be registered under the Securities
  Act and may not be offered or sold in the United States absent registration or
  an applicable exemption from the registration requirements of the Securities
  Act.
  
           In connection with the sale of the Notes, AREP and the Initial Buyers
  have entered into a Registration Rights Agreement, pursuant to which AREP has
  agreed to file one or more shelf registration statements with respect to resales
  of Depositary Units issuable upon conversion of the Notes.
  
  SECTION 3 - SECURITIES AND TRADING MARKETS
  
         ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
  
           The information provided in Item 2.03 regarding the issuance and terms
  of the Variable Rate Senior Convertible Notes is hereby incorporated by
  reference.
  The Notes are being issued in a private placement pursuant to Rule 144A
  and Section 4(2) of the Securities Act and Rule 506 of Regulation D as
  promulgated by the SEC under the Securities Act.
  
  SECTION 8 - OTHER EVENTS
  
         ITEM 8.01         OTHER EVENTS
  
           On April 17, 2007, the Company issued a press release, a copy of which
  is furnished as Exhibit 99.1.
  
  SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
  
         ITEM 9.01.        FINANCIAL STATEMENTS AND EXHIBITS
  
         (D) EXHIBITS
  
         EXHIBIT 10.44 - Form of Variable Rate Senior Convertible Notes due 2013
  
         EXHIBIT 99.1 - Press release dated April 17, 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 17, 2007           By:  AMERICAN PROPERTY INVESTORS, INC.,
                                       its General Partner
  
                                  By: /s/ Keith A Meister
                                      ------------------------
                                      Keith A. Meister
                                      Principal Executive Officer