UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 25)*

American Real Estate Partners, L.P.

(Name of Issuer)

Depositary Units Representing Limited Partner Interests
(Title of Class of Securities)

029169 10 9
(CUSIP Number)

Marc Weitzen, Esq.
General Counsel
Icahn Associates Corp.
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

August 14, 2003
(Date of Event which Requires Filing of this Statement)

If the filing  person has  previously  filed a statement on Schedule 13G to
report the acquisition  which is the subject of this Schedule 13D, and is filing
this schedule because Section 240.13d-1(e),  240.13d-1(f) or 240.13d-1(g), check
the following box //.

NOTE:  Schedules  filed in paper format shall include a signed original and
five copies of the schedule,  including all exhibits.  See Section  240.13d-7(b)
for other parties to whom copies are to be sent.

*The  remainder  of this cover  page  shall be filled  out for a  reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

The  information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).

SCHEDULE 13D

CUSIP No. 029169 10 9

1        NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

High Coast Limited Partnership

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)      /x/
(b)      / /

3        SEC USE ONLY

4        SOURCE OF FUNDS*
WC

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)                               //

6        CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7        SOLE VOTING POWER
34,359,836

8        SHARED VOTING POWER
0

9        SOLE DISPOSITIVE POWER
34,359,836

10       SHARED DISPOSITIVE POWER

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,359,836

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X /

Excludes all depositary units owned of record by API Nominee Corp.

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.5%

14       TYPE OF REPORTING PERSON*
PN

SCHEDULE 13D

CUSIP No. 029169 10 9

1        NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Beckton Corp.

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)      /x/
(b)      / /

3        SEC USE ONLY

4        SOURCE OF FUNDS*
AF

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)                               //

6        CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7        SOLE VOTING POWER
0

8        SHARED VOTING POWER
34,359,836

9        SOLE DISPOSITIVE POWER
0

10       SHARED DISPOSITIVE POWER
34,359,836

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,359,836

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X /
Excludes all depositary units owned of record by API Nominee Corp.

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.5%

14       TYPE OF REPORTING PERSON*
CO

SCHEDULE 13D

CUSIP No. 029169 10 9

1        NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Barberry Corp.

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)      /x/
(b)      / /

3        SEC USE ONLY

4        SOURCE OF FUNDS*
AF

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
/ /

6        CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7        SOLE VOTING POWER
5,537,000

8        SHARED VOTING POWER
0

9        SOLE DISPOSITIVE POWER
5,537,000

10       SHARED DISPOSITIVE POWER
O

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,537,000

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/x/
Excludes all  depositary  units owned of record by API
Nominee Corp.

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12%

14       TYPE OF REPORTING PERSON*
CO

SCHEDULE 13D

CUSIP No. 029169 10 9

1        NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Carl C. Icahn

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)      /x/
(b)      / /

3        SEC USE ONLY

4        SOURCE OF FUNDS*
AF

5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
/ /

6        CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7        SOLE VOTING POWER
0

8        SHARED VOTING POWER
39,896,836

9        SOLE DISPOSITIVE POWER
0

10       SHARED DISPOSITIVE POWER
39,896,836

11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,896,836

12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/x/

Excludes all depositary units owned of record by API Nominee Corp.

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.6%

14       TYPE OF REPORTING PERSON*
IN

SCHEDULE 13D - Amendment No. 25

Item 1. Security and Issuer

The Schedule  13D filed with the U.S.  Securities  and Exchange  Commission
("SEC") on September 24, 1990 by Meadowstar  Holding  Company,  Inc., a Delaware
Corporation,  Carl C. Icahn, a citizen of the United States of America,  Unicorn
Associates  Corporation,  a New York  corporation  ("Unicorn"),  ACF Industries,
Incorporated,  a New Jersey corporation ("ACF"),  Icahn Capital  Corporation,  a
Delaware  corporation  and Icahn  Holding  Corporation,  a Delaware  corporation
("IHC"),  as amended by Amendment No. 1, dated November 16, 1990,  Amendment No.
2, dated March 19, 1992, Amendment No. 3, dated March 18, 1993, Amendment No. 4,
dated May 13,  1993,  Amendment  No. 5, dated March 24, 1994,  Amendment  No. 6,
dated July 28,  1994,  Amendment  No. 7, dated July 29, 1994,  Amendment  No. 8,
dated April 13, 1994,  Amendment No. 9, dated August 30, 1995, Amendment No. 10,
dated  September 14, 1995,  Amendment No. 11, dated January 19, 1996,  Amendment
No. 12, dated January 22, 1996, Amendment No. 13, dated March 8, 1996, Amendment
No.  14,  dated  June 21,  1996,  Amendment  No. 15 dated  September  18,  1996,
Amendment No. 16, dated January 2, 1997,  Amendment No. 17, dated July 23, 1997,
Amendment  No. 18,  dated  September  25, 1997,  the Tender  Offer  Statement on
Schedule 14D-1  originally filed with the SEC on November 28, 1998 by Leyton LLC
("Leyton"),  High  Coast  Limited  Partnership  ("High  Coast"),  Beckton  Corp.
("Beckton") and Carl C. Icahn (Amendment No. 20 to Schedule 13-D), as amended by
Amendment No. 1 filed on December 14, 1998  (Amendment No. 21 to Schedule 13-D),
Amendment No. 2 filed on December 29, 1998  (Amendment No. 22 to Schedule 13-D),
Amendment No. 3 filed on December 31, 1998  (Amendment No. 23 to Schedule 13-D),
Amendment No. 4 filed on November 2, 1999 (Amendment No. 24 to Schedule 13-D) is
hereby further  amended to furnish the additional  information set forth herein.
All capitalized  terms contained herein but not otherwise defined shall have the
meanings ascribed to such terms in the Registrants' prior statements on Schedule
13D. This filing  relates to the depositary  units of the Issuer,  American Real
Estate Partners,  L.P., a Delaware Limited Partnership (the "Depositary Units").
The address of the principal executive office of the Issuer is 100 South Bedford
Road, Mt. Kisco, New York 10549.

Item 2.           Identity and Background

The persons  filing this  statement are High Coast Limited  Partnership,  a
Delaware  limited   partnership  ("High  Coast"),   Beckton  Corp.,  a  Delaware
corporation  ("Beckton"),  Barberry Corp., a Delaware  corporation  ("Barberry")
(High Coast, Beckton and Barberry are collectively,  the "Icahn Group") and Carl
C. Icahn, a citizen of the United States of America (collectively with the Icahn
Group, the "Registrants"). The principal business address and the address of the
principal  office of (i) High Coast,  Beckton and Barberry is 100 South  Bedford
Road,  Mount  Kisco,  New York  10549,  and  (ii)  Carl C.  Icahn  is c/o  Icahn
Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153.

The name, citizenship,  present principal occupation or employment director
and executive officer of High Coast, Beckton and Barberry, are set forth Exhibit
1 attached hereto.

Beckton is the  general  partner  of High  Coast and Mr.  Icahn is the sole
shareholder,  director and executive  officer of Barberry and Beckton.  As such,
Mr. Icahn is in a position  directly and  indirectly to determine the investment
and voting decisions made by the Registrants.

Each of High  Coast,  Beckton and  Barberry  are  primarily  engaged in the
business  of  investing  in  securities.   Carl  C.  Icahn's  present  principal
occupation  or  employment  is acting as  President  and a Director  of Starfire
Holding Corporation, a Delaware corporation ("Starfire"), and as the Chairman of
the Board and  Director of various of  Starfire's  subsidiaries,  including  ACF
Industries LLC, a Delaware limited  liability company ("ACF").  Starfire,  whose
principal  business  address is 100 South  Bedford Road,  Mount Kisco,  New York
10549,  is  primarily  engaged in the  business of holding,  either  directly or
through its  subsidiaries,  the  membership  interest of ACF, which is primarily
engaged in the business of leasing and  manufacturing  railroad freight and tank
cars and XO Communications Inc., which provides telecommunications  primarily to
businesses.

Except  as  disclosed  on  Exhibit  2  attached  hereto,  which  is  hereby
incorporated herein by reference thereto, none of Beckton, High Coast, Barberry,
Carl C. Icahn,  nor any manager or executive  officer of any of the Icahn Group,
has,  during the past five years,  (a) been  convicted in a criminal  proceeding
(excluding traffic violations or similar misdemeanors), or (b) been a party to a
civil proceeding of a judicial or administrative body of competent  jurisdiction
and as a result of such  proceeding  was or is subject to a judgment,  decree or
final  order  enjoining  future  violations  of, or  prohibiting,  or  mandating
activities  subject  to,  Federal or State  securities  laws or a finding of any
violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

The aggregate purchase price of the 190,000 Depositary Units being reported
herein as purchased by Barberry was $2,090,000.00 (excluding  commissions).  The
source of funds for the purchase of Depositary  Units was the working capital of
Barberry.  On August 28, 2003,  Leyton LLC was  liquidated and all of its assets
including Depositary Units were transferred to High Coast.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated as follows:

(a) As of the close of the business day on August 14, 2003, Registrants may
be deemed to beneficially  own, in the aggregate,  39,896,836  Depositary Units,
representing  approximately 86.6% of the Issuer's  outstanding  Depositary Units
and 8,477,139  Preferred  Units,  representing  approximately  86.5% of Issuer's
outstanding  Preferred  Units (based upon the  46,098,284  Depositary  Units and
9,797,511  Preferred  Units stated to be outstanding as of June 30, 2003, by the
Issuer in the Issuer's Form 10-Q filing (filed with the  Securities and Exchange
Commission for the quarter ended June 30, 2003).

(b) High  Coast has sole  voting  power  and sole  dispositive  power  with
respect  to  34,359,836  Depositary  Units.  Beckton  may be  deemed  deemed  to
indirectly  beneficially  own the  Depositary  Units which,  High Coast directly
beneficially  owns.  Beckton  disclaims  beneficial  ownership of the Depositary
Units  for  all  other  purposes.  Barberry  has  sole  voting  power  and  sole
dispositive  power with respect to the 5,537,000 of such Depositary  Units. Carl
C. Icahn may be deemed to  indirectly  beneficially  own the  Depositary  Units,
which Barberry and High Coast  directly  beneficially  own. Mr. Icahn  disclaims
beneficial ownership of the Depositary Units for all other purposes. Registrants
may be deemed to  beneficially  own the  Depositary  Units held of record by API
Nominee  Corp.  but  Registrants  disclaim  beneficial  ownership  of  all  such
Depositary Units.

(c) The following table sets forth all transactions  with respect to Shares
effected  during the past sixty  (60) days by any of the  Registrants.  All such
transactions  were effected in the open market,  the table excludes  commissions
paid.

Transactions Date Price Per Depositary Unit ($)       Number Of Depositary Units

08/14/03                   11.00                      190,000

Item 6. Contracts, Agreements, Understandings or Relationships With Respect
to Security of the Issuer

Depositary Units and Preferred Units are collateral for loans to Mr. Icahn,
including a loan from the Issuer which comes due on December 27, 2003

Item 7. Material to Be Filed as Exhibits

Exhibit 1. Joint Filing Agreement, dated August 29, 2003.

SIGNATURES

After  reasonable  inquiry and to the best of the  knowledge  and belief of
each of the undersigned,  each of the undersigned certifies that the information
set forth in this  statement on Schedule 13D  concerning  the  depositary  units
representing limited partner interests in American Real Estate Partners, L.P., a
Delaware limited partnership, is true, complete and correct.

Dated: August 28, 2003

HIGH COAST LIMITED PARTNERSHIP

By: Beckton Corp.
Its: General Partner

By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory

BECKTON CORP.

By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory

BARBERRY CORP.

By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title:  Authorized Signatory

CARL C. ICAHN

/s/ Carl C. Icahn
Carl C. Icahn

[Signature Page for American Real Estate Partners, L.P. 13D Amendment No. 25]

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended,  the persons named below agree to the joint filing on behalf of each
of them of  statements  on Schedule  13D  (including  amendments  thereto)  with
respect to the  depositary  units  representing  limited  partner  interests  in
AMERICAN REAL ESTATE  PARTNERS,  L.P.,  and further agree that this Joint Filing
Agreement be included as an Exhibit to such joint filings.  In evidence thereof,
the  undersigned,  being  duly  authorized,  have  executed  this  Joint  Filing
Agreement this 28th day of August, 2003.

HIGH COAST LIMITED PARTNERSHIP

By: Beckton Corp.
Its: General Partner

By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory

BECKTON CORP.

By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory

BARBERRY CORP.

By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory

/s/ Carl C. Icahn
Carl C. Icahn

[Joint Filing Agreement for AREP 13D Amendment No. 25]

EXHIBIT 1

DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS

The following sets forth the name,  position,  and principal  occupation of
each director and executive  officer of High Coast,  Beckton and Barberry.  Each
such person is a citizen of the United  States of America.  Except as  otherwise
indicated,  the  business  address  of each  director  and  officer is c/o Icahn
Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. To the
best of  Registrants'  knowledge,  except  as set  forth  in this  statement  on
Schedule 13D, none of the directors or executive officers of the Registrants own
any shares of the Issuer.

HIGH COAST LIMITED PARTNERSHIP

Name                             Position
----                             ----------
Beckton Corp.                    General Partner

BECKTON CORP.

Name                             Position
-----                            --------
Carl C. Icahn                    Chairman of the Board, President and Secretary
Richard T. Buonato               Vice President and Secretary*
Edward E. Mattner                Authorized Signatory

BARBERRY CORP.

Name                             Position
----                             --------

Carl C. Icahn                    Chairman of the Board, President and Secretary
Edward E. Mattner                Authorized Signatory
Gail Golden                      Authorized Signatory
Robert J. Mitchell               Authorized Signatory
Jordan Bleznick                  Vice President - Taxes

* Principal office is located at 1 Wall Street Court,  Suite 980, New York,
New York 10005.

EXHIBIT 2
-----------

On January 5, 2001, Reliance Group Holdings, Inc. ("Reliance") commenced an
action in the United States District Court for the Southern District of New York
against  "Carl  C.  Icahn,   Icahn  Associates  Corp.  and  High  River  Limited
Partnership"  alleging  that High  River's  tender  offer for Reliance 9% senior
notes violated  Section 14(e) of the Exchange Act.  Reliance  sought a temporary
restraining  order and  preliminary and permanent  injunctive  relief to prevent
defendants  from purchasing the notes.  The Court initially  imposed a temporary
restraining  order.  Defendants then supplemented the tender offer  disclosures.
The Court  conducted a hearing on the  disclosures  and other matters  raised by
Reliance.  It then denied  plaintiffs'  motion for a preliminary  injunction and
ordered dissolution of its temporary  restraining order following  dissemination
of the supplement.

Reliance took an immediate appeal to the United States Court of Appeals for
the Second  Circuit and sought a stay to  restrain  defendants  from  purchasing
notes  during the  pendency of the appeal.  On January  30,  2001,  the Court of
Appeals denied plaintiff's stay application. On January 30, Reliance also sought
a  further  temporary  restraining  order  from the  District  Court.  The Court
considered the matter and reimposed its original  restraint  until noon the next
day, at which time the restraint was dissolved. The appeal was argued on March 9
and denied on March 22, 2001.

End of Filing