SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A

                                (Amendment No. 2)

(Mark One)

         (X) QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934.

For the quarterly period ended            June 30, 1999

                                       OR

         ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE  ACT OF 1934

For the  transition  period  from__________________  to____________

                          Commission file number 1-9516

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

                   Delaware                                  13-3398766
- --------------------------------------------------------------------------------
        (State or other jurisdiction of                   (I.R.S. Employer
        incorporation or organization)                  Identification No.)

     100 SOUTH BEDFORD ROAD, MT. KISCO, NY                     10549
   (Address of principal executive offices)                  (Zip Code)

        (Registrant's telephone number,                    (914) 242-7700
             including area code)

     Indicate  by  check mark  whether the registrant (1) has  filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.                               Yes X No


This Form 10-Q/A is being filed to correct a clerical error in the Company's Form 10-Q for the quarter ended June 30, 1999 as originally filed (the "Initial Form 10-Q"), as follows: In the Consolidated Balance Sheets, appearing on pages 1 and 2 of the Initial Form 10-Q, this Form 10-Q/A corrects the following clerical error: CONSOLIDATED BALANCE SHEETS (In $000's) June 30, 1999 (unaudited) ------------------------------------ AS ORIGINALLY AS LIABILITIES FILED CORRECTED ------------------- ----------------- Accounts payable, accrued expenses and other liabilities 11,970 10,470 ------------------- ----------------- Total liabilities 253,175 251,675 ------------------- ----------------- Total 1,180,805 1,179,305 ------------------- ----------------- ------------------- -----------------

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 thereunto duly authorized. AMERICAN REAL ESTATE PARTNERS, L.P. By: American Property Investors, Inc. General Partner /s/ John P. Saldarelli John P. Saldarelli Treasurer (Principal Financial Officer and Principal Accounting Officer) Date: September 9, 1999