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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 27)*

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)

June 30, 2005
(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*
Not applicable.

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*
/ /

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.5%

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

Little Meadow Corp.

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

3        SEC USE ONLY

4        SOURCE OF FUNDS*
Not applicable.

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*
/  /

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.5%

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*
Not applicable.

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
413,793

9        SOLE DISPOSITIVE POWER
5,537,000

10       SHARED DISPOSITIVE POWER
413,793

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,950,793

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

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%

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

Gascon Partners

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

3        SEC USE ONLY

4        SOURCE OF FUNDS*
Not applicable.

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

6        CITIZENSHIP OR PLACE OF ORGANIZATION
New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7        SOLE VOTING POWER
11,892,167

8        SHARED VOTING POWER
0

9        SOLE DISPOSITIVE POWER
11,892,167

10       SHARED DISPOSITIVE POWER
0

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,892,167

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

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%

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

Cigas Corp.

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

3        SEC USE ONLY

4        SOURCE OF FUNDS*
Not applicable.

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
11,892,167

9        SOLE DISPOSITIVE POWER
0

10       SHARED DISPOSITIVE POWER
11,892,167

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,892,167

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

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%

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

Astral Gas Corp.

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

3        SEC USE ONLY

4        SOURCE OF FUNDS*
Not applicable.

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
11,892,167

9        SOLE DISPOSITIVE POWER
0

10       SHARED DISPOSITIVE POWER
11,892,167

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,892,167

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

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%

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

Unicorn Associates Corporation

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

3        SEC USE ONLY

4        SOURCE OF FUNDS*
Not applicable.

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

6        CITIZENSHIP OR PLACE OF ORGANIZATION
New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7        SOLE VOTING POWER
0

8        SHARED VOTING POWER
11,892,167

9        SOLE DISPOSITIVE POWER
0

10       SHARED DISPOSITIVE POWER
11,892,167

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,892,167

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

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%

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

ACF Industries Holding Corp.

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

3        SEC USE ONLY

4        SOURCE OF FUNDS*
Not applicable.

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
11,892,167

9        SOLE DISPOSITIVE POWER
0

10       SHARED DISPOSITIVE POWER
11,892,167

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,892,167

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

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%

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

Highcrest Investors Corp.

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

3        SEC USE ONLY

4        SOURCE OF FUNDS*
Not applicable.

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
3,452,586

8        SHARED VOTING POWER
11,892,167

9        SOLE DISPOSITIVE POWER
3,452,586

10       SHARED DISPOSITIVE POWER
11,892,167

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,344,753

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

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8%

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

Buffalo Investors Corp.

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

3        SEC USE ONLY

4        SOURCE OF FUNDS*
Not applicable.

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

6        CITIZENSHIP OR PLACE OF ORGANIZATION
New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7        SOLE VOTING POWER
0

8        SHARED VOTING POWER
15,344,753

9        SOLE DISPOSITIVE POWER
0

10       SHARED DISPOSITIVE POWER
15,344,753

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,344,753

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

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8%

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

Starfire Holding Corporation

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

3        SEC USE ONLY

4        SOURCE OF FUNDS*
Not applicable.

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
15,344,753

9        SOLE DISPOSITIVE POWER
0

10       SHARED DISPOSITIVE POWER
15,344,753

11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,344,753

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

13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8%

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

Cyprus, LLC

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

3        SEC USE ONLY

4        SOURCE OF FUNDS*
Not applicable.

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
413,793

8        SHARED VOTING POWER
0

9        SOLE DISPOSITIVE POWER
413,793

10       SHARED DISPOSITIVE POWER
0

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
413,793

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

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%

14       TYPE OF REPORTING PERSON*
OO

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*
Not applicable.

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

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
55,655,382

9        SOLE DISPOSITIVE POWER
0

10       SHARED DISPOSITIVE POWER
55,655,382

11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,655,382

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

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.0%

14       TYPE OF REPORTING PERSON*
IN

SCHEDULE 13D - AMENDMENT NO. 27

Item 1.  Security and Issuer

The Schedule 13D filed with the U.S.  Securities and Exchange Commission ("SEC")
on September 24, 1990 (the "Initial  13D"),  as  previously  amended,  is hereby
further  amended  to  furnish  the  additional  information  set  forth  in this
Amendment No. 27 to the Initial 13D. All capitalized  terms contained herein but
not  otherwise  defined  shall have the  meanings  ascribed to such terms in the
Initial  13D, as amended.  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 4. PURPOSE OF TRANSACTION

Item 4 of the Initial 13D, as amended,  is hereby amended by the addition of the
following:

On June 30,  2005,  the  transactions  contemplated  by the NEG  Agreement  were
consummated,  pursuant  to which (i) Gascon  sold to the  Issuer its  membership
interest in NEG Holding LLC, in  consideration  for which (ii) the Issuer issued
11,034,408 Depositary Units to Gascon.

On June 30, 2005,  the  transactions  contemplated  by the Sands  Agreement were
consummated, pursuant to which (i) Cyprus sold to the Issuer 4,121,033 shares of
common  stock of GB Holdings  and  1,133,284  shares of common stock of Atlantic
Holdings,  in consideration for which (ii) the Issuer issued 413,793  Depositary
Units to  Cyprus.  In  addition,  following  the end of fiscal  year 2006 of the
Issuer,  provided that certain conditions are met, Cyprus will have the right to
receive up to an additional 206,897 Depositary Units.

On June 30, 2005, the  transactions  contemplated  by the Panaco  Agreement were
consummated,  pursuant  to which (i) Panaco was  merged  with and into  National
Offshore, in consideration for which (ii) the Issuer issued 3,452,586 Depositary
Units to Highcrest and 857,759 Depositary Units to Arnos.  Immediately following
the closing of the  transactions  contemplated  by the Panaco  Agreement,  Arnos
transferred its 857,759  Depositary Units to Astral, and Astral contributed such
Depositary Units to Gascon. As a result, Arnos is no longer a Reporting Person.

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 June 30, 2005,  and after taking the
transactions  described in Item 4 into account,  Reporting Persons may be deemed
to beneficially own, in the aggregate, 55,655,382 Depositary Units, representing
approximately 90.0% of the Issuer's  outstanding  Depositary Units and 9,346,044
Preferred  Units,  representing  approximately  86.5%  of  Issuer's  outstanding
Preferred  Units  (based upon the  46,098,284  Depositary  Units and  10,800,397
Preferred  Units stated to be outstanding as of March 31, 2005, by the Issuer in
the Issuer's Form S-4 filing (filed with the Securities and Exchange  Commission
on June 21, 2005).

(b) High Coast has sole voting power and sole dispositive  power with respect to
34,359,836  Depositary Units,  representing  approximately 55.5% of the Issuer's
outstanding  Depositary  Units.  Little  Meadow (as the general  partner of High
Coast) may be deemed to indirectly  beneficially  own the Depositary Units which
High Coast  directly  beneficially  owns.  Little  Meadow  disclaims  beneficial
ownership of the Depositary Units for all other purposes.

Barberry  has sole  voting  power and sole  dispositive  power  with  respect to
5,537,000  Depositary  Units,  representing  approximately  9.0% of the Issuer's
outstanding Depositary Units.

Gascon  has sole  voting  power  and sole  dispositive  power  with  respect  to
11,892,167  Depositary Units,  representing  approximately 19.2% of the Issuer's
outstanding Depositary Units. Each of Cigas (as a partner of Gascon), Astral (as
a partner of Gascon),  Unicorn (as the sole shareholder of Astral),  ACF Holding
(as the sole shareholder of Unicorn),  Highcrest (as the sole shareholder of ACF
Holding),  Buffalo (as the sole shareholder of Highcrest),  and Starfire (as the
sole  shareholder of Buffalo) may be deemed to indirectly  beneficially  own the
Depositary Units which Gascon directly beneficially owns. Each of Cigas, Astral,
Unicorn,  ACF  Holding,  Highcrest,  Buffalo and Starfire  disclaims  beneficial
ownership of the Depositary Units for all other purposes.

Cyprus has sole voting power and sole dispositive  power with respect to 413,793
Depositary Units,  representing  approximately 0.7% of the Issuer's  outstanding
Depositary  Units.  In  addition,  following  the end of fiscal year 2006 of the
Issuer,  provided that certain  conditions are met,  Cyprus has the potential to
have sole  voting  power and sole  dispositive  power  with  respect to up to an
additional 206,897 Depositary Units. Barberry (as the managing member of Cyprus)
may be deemed to indirectly  beneficially  own the Depositary Units which Cyprus
directly  beneficially  owns.  Barberry  disclaims  beneficial  ownership of the
Depositary Units for all other purposes.

Highcrest  has sole  voting  power and sole  dispositive  power with  respect to
3,452,586  Depositary  Units,  representing  approximately  5.6% of the Issuer's
outstanding  Depositary  Units.  Each of  Buffalo  (as the sole  shareholder  of
Highcrest)  and Starfire (as the sole  shareholder  of Buffalo) may be deemed to
indirectly  beneficially  own the  Depositary  Units  which  Highcrest  directly
beneficially owns. Each of Buffalo and Starfire disclaims  beneficial  ownership
of the Depositary Units for all other purposes.

Carl C. Icahn may be deemed to indirectly  beneficially own the Depositary Units
which High Coast,  Barberry,  Gascon, Cyprus and Highcrest directly beneficially
own. Mr. Icahn disclaims  beneficial  ownership of the Depositary  Units for all
other purposes.

(c)  Other  than  as  described  in  Item 4, no  transactions  with  respect  to
Depositary  Units have been  effected  during the past sixty (60) days by any of
the Reporting Persons.

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: June 30, 2005

HIGH COAST LIMITED PARTNERSHIP
By: Little Meadow Corp.
Its: General Partner

By: /s/ Richard T. Buonato 
Name: Richard T. Buonato
Title: Vice President

LITTLE MEADOW CORP.

By: /s/ Richard T. Buonato 
Name: Richard T. Buonato
Title: Vice President

BARBERRY CORP.

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

GASCON PARTNERS
By: Cigas Corp.
Its: Partner

By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President

By: Astral Gas Corp.
Its: Partner

By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President

CIGAS CORP.

By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President

ASTRAL GAS CORP.

By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President

UNICORN ASSOCIATES CORPORATION

By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President and Treasurer

ACF INDUSTRIES HOLDING CORP.

By: /s/ Jon Weber
Name: Jon Weber
Title: President and Treasurer

HIGHCREST INVESTORS CORP.

By: /s/ Jon Weber
Name: Jon Weber
Title: Assistant Secretary

BUFFALO INVESTORS CORP.

By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President and Treasurer

STARFIRE HOLDING CORPORATION

By: /s/ Jon Weber
Name: Jon Weber
Title: Authorized Signatory

CYPRUS LLC
By: Barberry Corp
Its: Managing Member

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

ARNOS CORP.

By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Vice President

/s/ Carl C. Icahn
CARL C. ICAHN

[Signature Page for American Real Estate Partners, L.P. 13D Amendment No. 27]