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Delaware		6512		13-3398766
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Delaware		6512		20-1059842
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Delaware		6512		13-3398767
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

				Proposed Maximum		Proposed Maximum
Title of Each Class of		Amount to be		Offering Price		Aggregate		Amount of
Securities to be Registered		Registered(1)		Per Unit(1)		Offering Price(1)		Registration Fee(2)
71/8% Senior Notes due 2013		$480,000,000		100%		$480,000,000		$56,496(4)
Guarantees(3)		—		—		—		—

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended.
(2)	Pursuant to Rule 457(f)(2) of the Securities Act of 1933, as amended, the registration fee has been estimated based on the book value of the securities to be received by the registrant in exchange for the securities to be issued hereunder in the exchange offer described herein.
(3)	Pursuant to Rule 457(n) under the Securities Act, no separate fee is payable with respect to the guarantees.
(4)	Previously paid.

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The information in this Preliminary Prospectus is not complete and may be changed. We may not exchange these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This Preliminary Prospectus is not an offer to exchange these securities and is not soliciting offers to exchange these securities in any State where the exchange is not permitted.

•	The terms of the new notes are substantially identical to the outstanding notes, except that the transfer restrictions and registration rights relating to the outstanding notes will not apply to the new notes and the new notes will not provide for the payment of liquidated damages under circumstances related to the timing and completion of the exchange offer.
•	Expires 5:00 p.m., New York City time, on January      , 2006, unless extended.
•	We will exchange your validly tendered unregistered notes for an equal principal amount of a new series of notes which have been registered under the Securities Act of 1933.
•	The exchange offer is not subject to any condition other than that the exchange offer not violate applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission and other customary conditions.
•	You may withdraw your tender of notes at any time before the exchange offer expires.
•	The exchange of notes should not be a taxable exchange for U.S. federal income tax purposes.
•	We will not receive any proceeds from the exchange offer.
•	The new notes will not be traded on any national securities exchange and, therefore, we do not anticipate that an active public market in the new notes will develop.

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		Page
PROSPECTUS			1
RISK FACTORS			10
FORWARD-LOOKING STATEMENTS			31
USE OF PROCEEDS			32
RATIO OF EARNINGS TO FIXED CHARGES			32
THE EXCHANGE OFFER			33
DESCRIPTION OF NOTES			41
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES			74
PLAN OF DISTRIBUTION			78
LEGAL MATTERS			78
EXPERTS			79
WHERE YOU CAN FIND MORE INFORMATION			80
INCORPORATION OF AREP AND AREH DOCUMENTS BY REFERENCE			80
EX-5.1: OPINION OF DLA PIPER RUDNICK GRAY CARY US LLP
EX-12.1: RATIO OF EARNINGS TO FIXED CHARGES
EX-23.1: CONSENT OF GRANT THORNTON LLP
EX-23.2: CONSENT OF KPMG LLP
EX-23.3: CONSENT OF GRANT THORNTON LLP
EX-23.4: CONSENT OF GRANT THORNTON LLP
EX-23.5: CONSENT OF KPMG LLP
EX-23.6: CONSENT OF PANNELL KERR FORSTER OF TEXAS, P.C.
EX-23.7: CONSENT OF ERNST & YOUNG LLP
EX-25.1: STATEMENT OF ELIGIBILITY OF TRUSTEE
EX-99.1: LETTER OF TRANSMITTAL
EX-99.2: NOTICE OF GUARANTEED DELIVERY
EX-99.3: LETTER TO CLIENTS
EX-99.4: LETTER TO BROKERS
EX-99.5: FORM OF EXCHANGE AGENT AGREEMENT

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	•	exchanges its private notes in the exchange offer for the purpose of participating in a distribution of the new notes, or
	•	resells new notes that were received by it for its own account in the exchange offer,

	•	the number of holders of the new notes;
	•	our performance; and
	•	the market for similar securities and the interest of securities dealers in making a market in the new notes.

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	•	received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee; and
	•	was insolvent or rendered insolvent by reason of such incurrence; or
	•	was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or
	•	intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

	•	the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; or
	•	the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or
	•	it could not pay its debts as they become due.

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	•	to exercise, directly or through any trustee or nominee, any right conferred by such securities, or
	•	to receive any dividends or interest upon such securities or any remuneration, in any form, from its affiliated casino licensee for services rendered or otherwise.

	•	pay to the unsuitable person any dividend, interest, or any distribution whatsoever;
	•	recognize any voting right of the unsuitable person with respect to such securities;
	•	pay the unsuitable person remuneration in any form; or
	•	make any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation or similar transaction.

	•	the lesser of the cost paid by the holder or the fair market value of the notes, in each case, plus accrued and unpaid interest and liquidated damages, if any, to the earlier of the date of redemption, or earlier as may be required by the Nevada gaming authorities or the finding of unsuitability by the Nevada gaming authorities; or
	•	such other lesser amount as may be ordered by the Nevada gaming authorities.

	•	to exercise, directly or indirectly, any right conferred by the notes or the indenture; or
	•	to receive from us any interest, dividends or any other distributions or payments, or any remuneration in any form, relating to the notes, except the redemption price we refer to above.

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	•	increase WestPoint International’s vulnerability to general adverse economic and industry conditions;
	•	limit WestPoint International’s ability to borrow money to fund future working capital, capital expenditures, debt service requirements and other general corporate requirements;
	•	require WestPoint International to dedicate a substantial portion of its cash flow from operations to payments on its indebtedness, thereby reducing its ability to use its cash flow for other purposes;
	•	limit WestPoint International’s flexibility in planning for, or reacting to, changes in its business and the industry in which it operates;
	•	make it more difficult for WestPoint International to meet its debt service obligations in the event that there is a substantial increase in interest rates because its indebtedness under its senior credit facility will bear interest at fluctuating rates; and
	•	place WestPoint International at a competitive disadvantage compared to competitors that have less debt.

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	•	challenges caused by distance, language and cultural differences;
	•	legal and regulatory restrictions;
	•	the difficulty of enforcing agreements with overseas suppliers;
	•	currency exchange rate fluctuations;
	•	political and economic instability;
	•	potential adverse tax consequences; and
	•	higher costs associated with doing business internationally.

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	•	potential changes in the tax or regulatory environment which impose additional restrictions or increase operating costs;
	•	our properties use significant amounts of electricity, natural gas and other forms of energy, and energy price increases may reduce our working capital;
	•	our Nevada properties use significant amounts of water and a water shortage may adversely affect our operations;
	•	an increase in the cost of health care benefits for our employees could have a negative impact on our profitability;
	•	some of our employees are covered by collective bargaining agreements and we may incur higher costs or work slow-downs or stoppages due to union activities;
	•	our reliance on slot machine revenues and the concentration of manufacturing of slot machines in certain companies could impose additional costs on us; and
	•	our insurance coverage may not be adequate to cover all possible losses and our insurance costs may increase.

	•	we compete with many world class destination resorts with greater name recognition, different attractions, amenities and entertainment options;
	•	we compete with the continued growth of gaming on Native American tribal lands;
	•	the existence of legalized gambling in other jurisdictions may reduce the number of visitors to our properties;
	•	certain states have legalized, and others may legalize, casino gaming in specific venues, including race tracks and/or in specific areas, including metropolitan areas from which we traditionally attract customers; and
	•	our properties also compete and will in the future compete with all forms of legalized gambling.

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	•	unexpected drilling conditions;
	•	pressure or irregularities in formation;
	•	equipment failures or repairs;
	•	fires or other accidents;

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	•	adverse weather conditions;
	•	pipeline ruptures or spills; and
	•	shortages or delays in the availability of drilling rigs and the delivery of equipment.

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	•	fluctuation of interest rates;
	•	lack of control in minority investments;
	•	worsening of general economic and market conditions;
	•	lack of diversification;
	•	inexperience with non-real estate areas;
	•	fluctuation of U.S. dollar exchange rates; and
	•	adverse legal and regulatory developments that may affect particular businesses.

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Nine Months
Ended September 30,				Year Ended December 31,
2005				2004				2003				2002				2001				2000
	N/A	(1)			2.4x				2.0x				2.4x				2.2x				4.8x

(1)	For the nine months ended September 30, 2005, earnings were not sufficient to cover fixed charges by $97.2 million.

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	•	file a registration statement with the Securities and Exchange Commission with respect to the exchange of the private notes for new notes, or the exchange offer registration statement, no later than 180 days after the date we issued the private notes;
	•	use all commercially reasonable efforts to have the exchange offer registration statement declared effective by the SEC on or prior to 300 days after the issuance date; and
	•	commence the offer to exchange new notes for the private notes and use all commercially reasonable efforts to issue on or prior to 30 business days, or longer if required by the federal securities laws, after the date on which the exchange offer registration statement was declared effective by the SEC, new notes in exchange for all private notes tendered prior to that date in the exchange offer.

	•	will not be able to tender its private notes in the exchange offer;
	•	will not be able to rely on the interpretations of the staff of the SEC; and
	•	must comply with the registration and prospectus delivery requirements of the Securities Act of 1933 in connection with any sale or transfer of the private notes unless such sale or transfer is made pursuant to an exemption from these requirements.

	•	you are not our “affiliate” (as defined in Rule 405 under the Securities Act of 1933);
	•	any new notes to be received by you will be acquired in the ordinary course of your business;
	•	you have no arrangement or understanding with any person to participate in the distribution of the new notes in violation of the provisions of the Securities Act of 1933;
	•	if you are not a broker-dealer, you are not engaged in, and do not intend to engage in, a distribution of new notes; and
	•	if you are a broker-dealer, you acquired the private notes for your own account as a result of market-making or other trading activities (and as such, you are a “participating broker-dealer”), you have not entered into any arrangement or understanding with American Real Estate Partners, L.P. or an affiliate

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		of American Real Estate Partners, L.P. to distribute the new notes and you will deliver a prospectus meeting the requirements of the Securities Act of 1933 in connection with any resale of the new notes.

	(1) the offering of the new notes has been registered under the Securities Act of 1933;
	(2) the new notes generally will not be subject to transfer restrictions or have registration rights; and
	(3) certain provisions relating to liquidated damages on the private notes provided for under certain circumstances will be eliminated.

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	•	notify the exchange agent of any extension orally or in writing; and
	•	notify the registered holders of the private notes by means of a press release or other public announcement, each before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

	•	to delay accepting any private notes;
	•	to extend the exchange offer; or
	•	if any conditions listed below under “— Conditions” are not satisfied, to terminate the exchange offer by giving oral or written notice of the delay, extension or termination to the exchange agent.

	•	complete, sign and date the letter of transmittal or a facsimile of the letter of transmittal;
	•	have the signatures thereof guaranteed if required by the letter of transmittal; and
	•	mail or otherwise deliver the letter of transmittal or such facsimile to the exchange agent, at the address listed below under “— Exchange Agent” for receipt prior to the expiration date.

	•	the exchange agent must receive certificates for the private notes along with the letter of transmittal into its account at the Depository Trust Company pursuant to the procedure described under “— Book-Entry Transfer” before the expiration date;
	•	the exchange agent must receive a timely confirmation of a book-entry transfer, if the procedure is available, into its account at the Depository Trust Company pursuant to the procedure described under “— Book-Entry Transfer” before the expiration date; or
	•	you must comply with the procedures described under “Guaranteed Delivery Procedures.”

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	•	make appropriate arrangements to register ownership of your private notes in your name; or
	•	obtain a properly completed bond power from the registered holder.

	•	by a registered holder who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instruction” on the letter of transmittal; or
	•	for the account of an “Eligible Institution” which is either:

	•	a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc.;
	•	a commercial bank or trust company located or having an office or correspondent in the United States; or
	•	otherwise an “eligible guarantor institution” within meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934.

	•	All questions as to the validity, form, eligibility, including time of receipt, acceptance and withdrawal of the tendered private notes will be determined by us in our sole discretion, which determination will be final and binding;
	•	We reserve the absolute right to reject any and all private notes not properly tendered or any private notes the acceptance of which would, in our judgment or the judgment of our counsel, be unlawful;
	•	We also reserve the absolute right to waive any irregularities or conditions of tender as to particular private notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any

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		defects or irregularities in connection with tenders of private notes must be cured within such time as we shall determine;
	•	Although we intend to notify holders of defects or irregularities with respect to any tender of private notes, neither we, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to tenders of private notes, nor shall any of them incur any liability for failure to give such notification; and
	•	Tenders of private notes will not be deemed to have been made until such irregularities have been cured or waived. Any private notes received by the exchange agent that we determine are not properly tendered or the tender of which is otherwise rejected by us and as to which the defects or irregularities have not been cured or waived by us will be returned by the exchange agent to the tendering holder unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

	(1) the tender is made through an Eligible Institution;
	(2) prior to the expiration date, the exchange agent receives from such Eligible Institution a properly completed and duly executed notice of guaranteed delivery, by facsimile transmittal, mail or hand delivery

	•	stating the name and address of the holder, the certificate number or numbers of such holder’s private notes and the principal amount of such private notes tendered;
	•	stating that the tender is being made thereby; and

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	•	guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or a facsimile thereof, together with the certificate(s) representing the private notes to be tendered in proper form for transfer, or confirmation of a book-entry transfer into the exchange agent’s account at the Depository Trust Company of private notes delivered electronically, and any other documents required by the letter of transmittal, will be deposited by the Eligible Institution with the exchange agent; and

(3) such properly completed and executed letter of transmittal, or a facsimile thereof, together with the certificate(s) representing all tendered private notes in proper form for transfer, or confirmation of a book-entry transfer into the exchange agent’s account at the Depository Trust Company of private notes delivered electronically and all other documents required by the letter of transmittal are received by the exchange agent within three New York Stock Exchange trading days after the expiration date.

	•	specify the name of the person who deposited the private notes to be withdrawn;
	•	identify the private notes to be withdrawn, including the certificate number or number and principal amount of such private notes or, in the case of private notes transferred by book-entry transfer, the name and number of the account at the Depository Trust Company to be credited; and
	•	be signed in the same manner as the original signature on the letter of transmittal by which such private notes were tendered, including any required signature guarantee.

	•	the exchange offer violates applicable law, rules or regulations or an applicable interpretation of the staff of the SEC;
	•	an action or proceeding has been instituted or threatened in any court or by any governmental agency which might materially impair our ability to proceed with the exchange offer;
	•	there has been proposed, adopted or enacted any law, rule or regulation that, in our reasonable judgment would impair materially our ability to consummate the exchange offer; or
	•	all governmental approvals which we deem necessary for the completion of the exchange offer have not been obtained.

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	•	refuse to accept any private notes and return all tendered private notes to you;
	•	extend the exchange offer and retain all private notes tendered before the exchange offer expires, subject, however, to your rights to withdraw the private notes; or
	•	waive the unsatisfied conditions with respect to the exchange offer and accept all properly tendered private notes that have not been withdrawn.

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	•	to a person whom the seller reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A under the Securities Act of 1933;
	•	in a transaction meeting the requirements of Rule 144 under the Securities Act of 1933;
	•	outside the United States to a foreign person in a transaction meeting the requirements of Rule 903 or 904 of Regulation S under the Securities Act of 1933;
	•	in accordance with another exemption from the registration requirements of the Securities Act of 1933 and based upon an opinion of counsel if we so request;
	•	to us; or
	•	pursuant to an effective registration statement.

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	•	will be the general unsecured obligation of each of the Issuers;
	•	will be pari passu in right of payment to all existing and future senior Indebtedness of each of the Issuers;
	•	will be senior in right of payment to any future subordinated Indebtedness of each of the Issuers; and
	•	will be effectively subordinated to the secured Indebtedness of the Issuers to the extent of the value of the collateral securing such Indebtedness. As of September 30, 2005, the Issuers did not have any secured Indebtedness.

	•	will be the general unsecured obligation of AREH;
	•	will be pari passu in right of payment to all existing and future senior Indebtedness of AREH;
	•	will be senior in right of payment to any future subordinated Indebtedness of AREH; and
	•	will be effectively subordinated to the secured Indebtedness of AREH to the extent of the value of the collateral securing such Indebtedness. As of September 30, 2005, AREH had $39 million of secured Indebtedness.

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	(1) upon the substitution of a successor to AREH or other release as described under the heading “Certain Covenants — Merger, Consolidation or Sale of Assets”; and
	(2) upon legal defeasance or satisfaction and discharge of the indenture as provided below under the captions “— Covenant Defeasance” and “— Satisfaction and Discharge.”

	(1) at least 65% of the aggregate principal amount of notes issued under the indenture remains outstanding immediately after the occurrence of such redemption (excluding notes held by AREP and its Subsidiaries (including any Guarantor)); and
	(2) the redemption occurs within 60 days of the date of the closing of such Equity Offering.

Year		Percentage
2009			103.563	%
2010			101.781	%
2011 and thereafter			100.000	%

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	(1) fails to apply for a license, qualification or a finding of suitability within 30 days (or such shorter period as may be required by the applicable Gaming Authority) after being requested to do so by the Gaming Authority; or
	(2) is denied such license or qualification or not found suitable; AREP shall then have the right, at its option:
	(1) to require each such holder or Beneficial Owner to dispose of its notes within 30 days (or such earlier date as may be required by the applicable Gaming Authority) of the occurrence of the event described in clause (1) or (2) above, or
	(2) to redeem the notes of each such holder or Beneficial Owner, in accordance with Rule 14e-1 of the Exchange Act, if applicable, at a redemption price equal to the lowest of:

	(a) the principal amount thereof, together with accrued and unpaid interest and Liquidated Damages, if any, to the earlier of the date of redemption, the date 30 days after such holder or Beneficial Owner is required to apply for a license, qualification or finding of suitability (or such shorter period that may be required by any applicable Gaming Authority) if such holder or Beneficial Owner fails to do so (“Application Date”) or of the date of denial of license or qualification or of the finding of unsuitability by such Gaming Authority;
	(b) the price at which such holder or Beneficial Owner acquired the notes, together with accrued and unpaid interest and Liquidated Damages, if any, to the earlier of the date of redemption, the Application Date or the date of the denial of license or qualification or of the finding of unsuitability by such Gaming Authority; and
	(c) such other lesser amount as may be required by any Gaming Authority.

	(1) to exercise, directly or indirectly, through any trustee or nominee or any other person or entity, any right conferred by the notes, the Note Guarantee or the indenture; or
	(2) to receive any interest, Liquidated Damages, dividend, economic interests or any other distributions or payments with respect to the notes and the Note Guarantee or any remuneration in any form with respect to the notes and the Note Guarantee from the Issuers, any Note Guarantor or the trustee, except the redemption price referred to above.

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	(1) accept for payment all notes or portions of notes properly tendered and not withdrawn pursuant to the Change of Control offer;
	(2) deposit with the paying agent an amount equal to the Change of Control payment in respect of all notes or portions of notes properly tendered; and
	(3) deliver or cause to be delivered to the trustee the notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of notes or portions of notes being purchased by the Issuers.

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	(1) declare or pay any dividend or make any other distribution on account of AREP’s or any of its Subsidiaries’ (including any Guarantor’s) Equity Interests or to the holders of AREP’s or any of its Subsidiaries’ (including AREH’s) Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of AREP or to AREP or a Subsidiary of AREP (including AREH));
	(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving AREP) any Equity Interests of AREP; or
	(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of AREP or any Guarantor that is contractually subordinated to the notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among AREP and any of its Subsidiaries (including any Guarantor)), except a payment of interest, Other Liquidated Damages or principal at the Stated Maturity on such subordinated Indebtedness (all such payments and other actions set forth in these clauses (1) through (3) (except as excluded therein) above being collectively referred to as “Restricted Payments”),

	(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;
	(2) AREP or any Guarantor would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the most recently ended four-quarter period for which financial statements are available, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of the covenant described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock”; and
	(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by AREP and its Subsidiaries (including any Guarantor) after May 12, 2004 (excluding Restricted Payments permitted by clauses (2), (3), (4), (6) and (8) of the next succeeding paragraph) is less than the sum, without duplication, of:

	(a) 50% of the Consolidated Net Income of AREP for the period (taken as one accounting period) from July 1, 2006 to the end of AREP’s most recently ended fiscal quarter for which financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); provided, however, that to the extent any payments of Tax Amounts were not deducted in the calculation of Consolidated Net Income during the applicable period, for purposes of this clause (a), such payments of Tax Amounts will be deducted from Consolidated Net Income, plus
	(b) 100% of the aggregate net cash proceeds received by AREP since May 12, 2004 as a contribution to its equity capital or from the issue or sale of Equity Interests of AREP (excluding Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of AREP that have been converted into or exchanged for such Equity Interests (other than Equity Interests or Disqualified Stock or debt securities sold to a Subsidiary of AREP (including AREH)).

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	(1) the payment of any dividend or the consummation of any irrevocable redemption or payment within 60 days after the date of declaration of the dividend or giving of the redemption notice or becoming irrevocably obligated to make such payment, as the case may be, if at the date of declaration or notice or becoming irrevocably obligated to make such payment, the dividend or payment would have complied with the provisions of the indenture;
	(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of AREP (including any Guarantor)) of, Equity Interests (other than Disqualified Stock) or from the substantially concurrent contribution of equity capital to AREP; provided, however, that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded from clause (3)(b) of the preceding paragraph;
	(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of AREP or any Guarantor that is contractually subordinated to the notes with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;
	(4) the declaration or payment of any dividend or distribution by a Subsidiary of AREP (including any Guarantor) to the holders of its Equity Interests; provided, that if any such dividend or distribution is paid to an Affiliate of the Principal (other than AREP or any of its Subsidiaries (including any Guarantor)), that any such dividend or distribution is paid on a pro rata basis to all holders (including AREP or any of its Subsidiaries (including any Guarantor)) that hold securities whose terms (either contractually or by law) entitle them to the same distribution upon which such dividend or distribution is paid;
	(5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of AREP or any Subsidiary of AREP (including any Guarantor) held by any member of AREP’s (or any of its Subsidiaries’ (including any Guarantors)) management pursuant to any management equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $2.0 million;
	(6) for so long as AREP is a partnership or otherwise a pass-through entity for federal income tax purposes for any period, AREP may make cash distributions to its equity holders or partners in an amount not to exceed the Tax Amount for such period; provided that a distribution of the Tax Amount shall be made no earlier than 20 days prior to the due date for such tax (or the date that quarterly estimated taxes are required to be paid) that would be payable by AREP if it were a Delaware corporation;
	(7) the purchase, redemption or retirement for value of Capital Stock of AREP not owned by the Principal or any Affiliate of the Principal, provided that (a) AREP would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the most recently ended four-quarter period for which financial statements are available, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of the covenant described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock” and (b) after giving effect to such purchase, redemption or retirement, the Partners’ Equity is at least $1.0 billion;
	(8) the payment of dividends on the Preferred Units in the form of additional Preferred Units or other Capital Stock of AREP (that is not Disqualified Stock) or the payment of cash dividends on the Preferred Units in lieu of fractional Preferred Units; provided that the aggregate amount of cash under this clause (8) does not exceed $100,000 in any calendar year;

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	(9) the purchase, redemption or retirement for value of the Preferred Units on or before March 31, 2010, provided that (a) AREP would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the most recently ended four-quarter period for which financial statements are available, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of the covenant described below under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock” and (b) after giving effect to such purchase, redemption or retirement, the Partners’ Equity is at least $1.0 billion; and
	(10) other Restricted Payments in an aggregate amount not to exceed $50.0 million since the date of the indenture.

	(1) the incurrence by AREP or any Guarantor of Indebtedness represented by the notes to be issued on the date of the indenture and the exchange notes to be issued pursuant to the registration rights agreement;
	(2) the incurrence by AREP or any Guarantor of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was incurred under the first paragraph of this covenant or clauses (1), (2) or (9) of this paragraph or any Existing Indebtedness;
	(3) the incurrence by AREP or any Guarantor of intercompany Indebtedness between or among AREP and any of its Subsidiaries (including AREH) or the issuance of Disqualified Stock by any Guarantor to AREP;
	(4) the incurrence by AREP or any Guarantor of Hedging Obligations that are incurred in the normal course of business;

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	(5) the incurrence by AREP or any Guarantor of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days;
	(6) the incurrence by AREP or any Guarantor of the Existing Indebtedness;
	(7) Indebtedness arising from any agreement entered into by AREP or AREH providing for indemnification, purchase price adjustment or similar obligations, in each case, incurred or assumed in connection with an asset sale;
	(8) Indebtedness of AREP or any Guarantor attributable to Bad Boy Guarantees; and
	(9) the incurrence by AREP or any Guarantor of additional Indebtedness in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (9), not to exceed $10.0 million at any one time outstanding.

	(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

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	(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and
	(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

	(a) the Fair Market Value of such assets at the date of determination; and
	(b) the amount of the Indebtedness of the other Person.

	(1) Liens on any Principal Property acquired after the Issuance Date to secure or provide for the payment of the purchase price or acquisition cost thereof;
	(2) Liens on Principal Property acquired after the Issuance Date existing at the time such Principal Property is acquired;
	(3) Liens on any Principal Property acquired from a corporation merged with or into AREP or any Guarantor;
	(4) Liens in favor of AREP or any Guarantor;
	(5) Liens in existence on any Principal Property on the Issuance Date;
	(6) Liens on any Principal Property constituting unimproved real property constructed or improved after the Issuance Date to secure or provide for the payment or cost of such construction or improvement;
	(7) Liens in favor of, or required by, governmental authorities;
	(8) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation and deposits securing liability to insure carriers under insurance arrangements;
	(9) Liens for taxes, assessments or governmental charges or statutory liens of landlords, carriers, warehousemen, mechanics, suppliers, materialmen, repairmen or other similar Liens arising in the ordinary course of business or in the improvement or repair of any Principal Property not yet due or which are being contested in good faith by appropriate proceedings;
	(10) any judgment attachment or judgment Lien not constituting an Event of Default;
	(11) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business and in the improvement or repair of any Principal Property and which obligations are not expressly prohibited by the indenture;
	(12) Liens to secure Indebtedness of AREP or any Guarantor attributable to Bad Boy Guarantees;
	(13) Liens in favor of the trustee and required by the covenant “Maintenance of Interest Coverage”;
	(14) Liens to secure margin Indebtedness; provided that such Liens are secured solely by the applicable margin securities; or
	(15) any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (i) through (xiv), inclusive;

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	(1) either: (a) AREP is the surviving entity, or (b) the Person formed by or surviving any such consolidation or merger (if other than AREP) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, limited liability company or limited partnership entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia;
	(2) the Person formed by or surviving any such consolidation or merger (if other than AREP) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of AREP under the notes, the indenture and the registration rights agreement and upon such assumption such Person will become the successor to, and be substituted for, AREP thereunder and all references to AREP in each thereof shall then become references to such Person and such Person shall thereafter be able to exercise every right and power of AREP thereunder;
	(3) immediately after such transaction no Default or Event of Default exists;

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	(4) AREP or the Person formed by or surviving any such consolidation or merger (if other than AREP), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock; and
	(5) AREP has delivered to the trustee an Officers’ Certificate and opinion of counsel, which may be an opinion of in-house counsel of AREP or an Affiliate, each stating that such transaction complies with the terms of the indenture.

	(1) an Affiliate that has no material assets or liabilities where the primary purpose of such transaction is to change AREP into a corporation or other form of business entity or to change the jurisdiction of formation of AREP and such transaction does not cause the realization of any material federal or state tax liability that will be paid by AREP or any of its Subsidiaries (including AREH). For purposes of this paragraph, the term material refers to any assets, liabilities or tax liabilities that are greater than 5.0% of the Tangible Net Worth of AREP and its Subsidiaries (including AREH) on a consolidated basis; or
	(2) any Person; provided that AREP receives consideration in Cash Equivalents and marketable securities with an aggregate Fair Market Value determined at the time of the execution of such relevant agreement of at least $1.0 billion for such merger or consolidation or the sale, assignment, transfer, conveyance or other disposition of all or substantially all of AREP’s properties or assets. In any transaction referred to in this clause (2), and subject to the terms and conditions thereof, the trustee shall, without the need of any action by the noteholders, (x) confirm that such Person shall not be liable for and release such Person from, any obligation of AREP’s under the indenture and the notes and (y) release any Guarantor from all obligations under its Note Guarantee if such Guarantor was directly or indirectly sold, assigned, transferred, conveyed or otherwise disposed of to such Person in such transaction.

(1) either: (a) AREH is the surviving entity, or (b) the Person formed by or surviving any such consolidation or merger (if other than AREH) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, limited liability company or limited partnership entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia;

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	(2) the Person formed by or surviving any such consolidation or merger (if other than AREH) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of AREH under the Note Guarantee (and becomes a Guarantor), the notes, the indenture and the registration rights agreement, and upon such assumption such Person will become the successor to, and be substituted for, AREH thereunder, and all references to AREH in each thereof shall than become references to such Person and such Person shall thereafter be able to exercise every right and power of AREH thereunder;
	(3) immediately after such transaction no Default or Event of Default exists;
	(4) AREH or the Person formed by or surviving any such consolidation or merger (if other than AREP), or to which such sale, assignment, transfer, conveyance or other disposition has been made would, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of the covenant described above under the caption “— Incurrence of Indebtedness and Issuance of Preferred Stock; and
	(5) AREH has delivered to the trustee an Officers’ Certificate and opinion of counsel which may be an opinion of in-house counsel of AREP or an Affiliate, each stating that such transaction complies with the terms of the indenture.

	(1) an Affiliate that has no material assets or liabilities where the primary purpose of such transaction is to change AREH into a corporation or other form of business entity or to change the jurisdiction of formation of AREH and such transaction does not cause the realization of any material federal or state tax liability that will be paid by AREH or any of its Subsidiaries. For purposes of this paragraph, the term material refers to any assets, liabilities or tax liabilities that are greater than 5.0% of the Tangible Net Worth of AREP and its Subsidiaries (including AREH) on a consolidated basis;
	(2) any Person; provided that AREP receives consideration in Cash Equivalents and marketable securities with an aggregate Fair Market Value determined at the time of the execution of such relevant agreement of at least $1.0 billion for such merger or consolidation or the sale, assignment, transfer, conveyance or other disposition of all or substantially all of AREH’s properties or assets; or
	(3) any Person; provided that AREH receives consideration in Cash Equivalents and marketable securities with an aggregate Fair Market Value determined at the time of the execution of such relevant agreement of at least $1.0 billion for such merger or consolidation or the sale, assignment, transfer, conveyance or other disposition of all or substantially all of AREH’s properties or assets and AREH remains a Subsidiary of AREP.

	(1) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among AREP, AREH or any one or more Guarantors; or

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	(2) any sale, assignment, transfer, conveyance or other disposition of Cash Equivalents, including, without limitation, any investment or capital contribution of Cash Equivalents, or any purchase of property and assets, including, without limitation, securities, debt obligations or Capital Stock, with Cash Equivalents.

	(1) the Affiliate Transaction is on terms that are not materially less favorable to AREP or the relevant Subsidiary (including any Guarantor) than those that would have been obtained in a comparable transaction by AREP or such Subsidiary (including any Guarantor) with an unrelated Person as determined in good faith by the Board of Directors of AREP; and
	(2) AREP delivers to the trustee:

	(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $2.0 million, a resolution of the Board of Directors of AREP set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of AREP; and
	(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to AREP or such Subsidiary (including any Guarantor) of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of recognized standing.

	(1) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by AREP or any of its Subsidiaries (including any Guarantor) in the ordinary course of business and payments pursuant thereto including payments or reimbursement of payments by API with respect to any such agreement, plan or arrangement entered into by API with respect to or for the benefit of officers or directors of API (other than any such agreements, plans or arrangements entered into by AREP or any of its Subsidiaries (including AREH) with Carl Icahn (other than employee benefit plans and officer or director indemnification agreements generally applicable to officers and directors of API, AREP or its Subsidiaries (including AREH));
	(2) transactions between or among AREP, any Guarantor and/or their respective Subsidiaries (except any Subsidiaries of which Carl Icahn or Affiliates of Carl Icahn (other then AREP, AREH or their Subsidiaries) own more than 10% of the Voting Stock);
	(3) payment (or reimbursement of payments by API) of directors’ fees to Persons who are not otherwise Affiliates of AREP;
	(4) any issuance of Equity Interests (other than Disqualified Stock) and Preferred Unit Distributions of AREP to Affiliates of AREP;
	(5) Restricted Payments that do not violate the provisions of the indenture described above under the caption “— Restricted Payments”;
	(6) transactions between AREP and/or any of its Subsidiaries (including any Guarantor), on the one hand, and other Affiliates, on the other hand, for the provision of goods or services in the ordinary course of business by such other Affiliates; provided that such other Affiliate is in the business of providing such goods or services in the ordinary course of business to unaffiliated third parties and the terms and pricing for such goods and services overall are not less favorable to AREP and/or its

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	Subsidiaries (including AREH) than the terms and pricing upon which such goods and services are provided to unaffiliated third parties;
	(7) the provision or receipt of accounting, financial, management, information technology and other ancillary services to or from Affiliates, provided that AREP or its Subsidiaries (including any Guarantor) in the case of the provision of such services, are paid a fee not less than its out of pocket costs and allocated overhead (including a portion of salaries and benefits) and in the case of the receipt of such services, paid a fee not more than such Person’s out-of-pocket costs and allocated overhead (including a portion of salaries and benefits), in each case, as determined by AREP in its reasonable judgment;
	(8) the license of a portion of office space pursuant to a license agreement, dated as of February 1, 1997, between AREP and an Affiliate of API and any renewal thereof;
	(9) the payment to API and reimbursements of payments made by API of expenses relating to AREP’s, AREH’s or any Guarantors’ status as a public company;
	(10) services provided and payments received by NEG from NEG Operating LLC, TransTexas Gas Corporation and Panaco, Inc. pursuant to the NEG Management Agreements;
	(11) the pledge by NEG of its interest in the Capital Stock of NEG Holding LLC pursuant to the NEG Credit Agreement;
	(12) the exchange by AREH of its GB Securities for other securities of GB Holdings, Inc.; provided that such exchange is on terms no less favorable to AREH as the exchange of GB Securities offered to other non-Affiliated Persons;
	(13) payments by AREH, AREP or any Subsidiary to API in connection with services provided to AREH, AREP or any Subsidiary in accordance with the AREP Partnership Agreement; and
	(14) the Acquisitions.

	(1) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Issuers were required to file such reports; and
	(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuers were required to file such reports.

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	(1) default in payment when due and payable, upon redemption or otherwise, of principal or premium, if any, on the notes;
	(2) default for 30 days or more in the payment when due of interest or Liquidated Damages on the notes;
	(3) failure by the Issuers to call or cause to be called for redemption or to purchase or cause to be called any notes, in each case when required under the indenture;
	(4) failure by AREP or any Guarantor for 30 days after written notice from the trustee to comply with the provisions described under the captions “— Restricted Payments” or “— Incurrence of Indebtedness and Issuance of Preferred Stock”;
	(5) failure by AREP or any Guarantor for 30 days after written notice from the trustee to comply with the provisions described under the captions “— Maintenance of Interest Coverage” or “— Maintenance of Total Unencumbered Assets”;
	(6) failure by the Issuers or any Guarantor for 60 days after notice from the trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding to comply with any of their other agreements in the indenture or the notes or the Note Guarantee;
	(7) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuers or any Guarantor or default on any Guarantee by the Issuers or AREH of Indebtedness, whether such Indebtedness or Guarantee now exists or is created after the Issuance Date, which default (a) is caused by a failure to pay when due at final maturity (giving effect to any grace period or waiver related thereto) the principal of such Indebtedness (a “Payment Default”) or (b) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness as to which AREP or any Guarantor is obligated to pay, together with the principal amount of any other such Indebtedness under which a Payment Default then exists or with respect to which the maturity thereof has been so accelerated or which has not been paid at maturity as to which AREP or any Guarantor is obligated to pay, aggregates $10.0 million or more;
	(8) failure by the Issuers or any Guarantor to pay final judgments aggregating in excess of $10.0 million, which final judgments remain unpaid, undischarged or unstayed for a period of more than 60 days after such judgment becomes a final judgment;
	(9) except as permitted by the indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or AREH or any other Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; and
	(10) certain events of bankruptcy or insolvency with respect to AREP or any Guarantor that is a Significant Subsidiary.

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	(1) the Issuers must irrevocably deposit, or cause to be deposited, with the trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient to pay the principal of, premium, if any, interest and Liquidated Damages, if any, due on the outstanding notes on the stated maturity date or on the applicable redemption date, as the case may be, in accordance with the terms of the indenture;
	(2) no Default or Event of Default shall have occurred and be continuing with respect to certain Events of Default on the date of such deposit;
	(3) such Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the indenture) to which the Issuers or any of their Subsidiaries is a party or by which the Issuers or any of their Subsidiaries is bound;

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	(4) the Issuers shall have delivered to the trustee an opinion of counsel, which may be an opinion of in-house counsel to AREP or an Affiliate, containing customary assumptions and exceptions, to the effect that upon and immediately following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally under any applicable law;
	(5) the Issuers shall have delivered to the trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of defeating, hindering, delaying or defrauding any creditors of AREP or others; and
	(6) the Issuers shall have delivered to the trustee an Officers’ Certificate and an opinion of counsel in the United States, which may be an opinion of in-house counsel to AREP or an Affiliate (which opinion of counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Covenant Defeasance have been complied with.

	(1) either:

	(a) all notes that have been authenticated, except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has been deposited in trust and thereafter repaid to AREP, have been delivered to the trustee for cancellation; or
	(b) all notes that have not been delivered to the trustee for cancellation (1) have become due and payable by reason of the mailing of a notice of redemption or otherwise, (2) will become due and payable within one year or (3) are to be called for redemption within 12 months under arrangements reasonably satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the reasonable expense of the Issuers, and the Issuers or any Guarantor have irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the notes not delivered to the trustee for cancellation for principal and premium, if any, and accrued but unpaid interest to the date of maturity or redemption;

	(2) no Default of Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Issuers are a party or by which the Issuers are bound;
	(3) the Issuers have paid or caused to be paid all sums payable by it under the indenture; and
	(4) the Issuers or any Guarantor have delivered irrevocable instructions to the trustee under the indenture to apply the deposited money toward the payment of the notes at maturity or the redemption date, as the case may be.

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	(1) reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;
	(2) reduce the principal of or change the fixed maturity of any note or alter or waive the provisions with respect to the redemption of the notes;
	(3) reduce the rate of or change the time for payment of interest on any note;
	(4) waive a Default or Event of Default in the payment of principal of, premium or interest on the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration);
	(5) make any note payable in money other than that stated in the notes;
	(6) make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of notes to receive payments of principal of or premium, if any, or interest on the notes;
	(7) release AREH or any other Guarantor from any of its obligations under its Note Guarantee or the indenture, except in accordance with the terms of the indenture; or
	(8) make any change in the foregoing amendment and waiver provisions.

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	(1) any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or
	(2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

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	(1) DTC (a) notifies the Issuers that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Issuers fail to appoint a successor depositary;
	(2) the Issuers, at their option, notify the trustee in writing that it elects to cause the issuance of the Certificated Notes; or
	(3) there has occurred and is continuing a Default or Event of Default with respect to the notes.

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	(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and
	(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

	(1) AREP’s purchase of Gascon Partners’ membership interest of NEG Holding LLC pursuant to a purchase agreement with Gascon Partners dated January 21, 2005 or, alternatively, if AREP does not obtain the consent of NEG Operating’s bank lenders or refinance such debt, AREP’s purchase of all of the general partnership interests of Gascon Partners;
	(2) National Onshore LP’s merger with TransTexas Gas Corporation pursuant to an agreement and plan of Merger dated January 21, 2005;
	(3) National Offshore LP’s merger with Panaco, Inc. pursuant to an agreement and plan of merger dated January 21, 2005;
	(4) AREP’s purchase of approximately 41.2% of the outstanding common stock of GB Holdings, Inc. and warrants to purchase approximately 11.3% of the fully diluted common stock of Atlantic Coast Entertainment Holdings, Inc. pursuant to a purchase agreement with Cyrus, LLC dated January 21, 2005; and
	(5) the transactions contemplated by clauses (1) through (4), above, including but not limited to the registration rights agreement to be entered into between AREP and the other signatories thereto.

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	(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;
	(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;
	(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof or the Board of Directors of the managing member; and
	(4) with respect to any other Person, the board or committee of such Person serving a similar function.

	(1) in the case of a corporation, corporate stock;
	(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
	(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and
	(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

	(1) United States dollars;
	(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition;
	(3) certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;

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	(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;
	(5) commercial paper having one of the two highest ratings obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services and, in each case, maturing within one year after the date of acquisition; and
	(6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

	(1) provision for taxes based on income or profits of AREP and the Guarantors or any payments of Tax Amounts by AREP for such period, to the extent that such provision for taxes or such payments of Tax Amounts were deducted in computing such Net Income of AREP or any Guarantor; plus
	(2) the Fixed Charges of AREP or any Guarantor for such period, to the extent that such Fixed Charges of AREP and such Guarantor were deducted in computing such Net Income of AREP and such Guarantor; plus
	(3) depreciation, amortization (including amortization of intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of AREP and any Guarantor for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Net Income of AREP and any Guarantor; minus
	(4) non-cash items increasing such Net Income of AREP and any Guarantor for such period, other than the accrual of revenue in the ordinary course of business,

	(1) the sale, lease, transfer, conveyance or other disposition by AREP or AREH (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of AREP or AREH to any “person” (as that term is used in Section 13(d) of the Exchange Act) other than the Principal or a Related Party; provided, however, that (x) if AREP or AREH receives consideration in Cash Equivalents and marketable securities with an aggregate Fair Market Value determined at the time of the execution of each relevant agreement of at least $1.0 billion for such sale, lease, transfer, conveyance or other disposition of properties or assets, then such transaction shall not be deemed a Change of Control and (y) any sale, assignment, transfer or other disposition of Cash Equivalents, including, without limitation, any investment or capital contribution of Cash Equivalents or purchase of property, assets or Capital Stock with Cash Equivalents, will not constitute a sale, assignment, transfer, conveyance or other disposition of all or substantially all of the properties or assets for purposes of this clause (1);
	(2) the adoption of a plan relating to the liquidation or dissolution of AREP;
	(3) the consummation of any transaction (including, without limitation, any merger or consolidation), the result of which is that any “person” (as defined above), other than the Principal or the Related

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	Parties, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of a Controlling Entity of AREP, measured by voting power rather than number of shares;
	(4) the first day on which a majority of the members of the Board of Directors of the Controlling Entity are not Continuing Directors; or
	(5) for so long as AREP is a partnership, upon any general partner of AREP ceasing to be an Affiliate of the Principal or a Related Party.

	(1) the Net Income of any Person that is accounted for by the equity method of accounting or that is a Subsidiary will be included only to the extent of the amount of dividends or similar distributions paid in cash to the specified Person or a Subsidiary of the Person;
	(2) the Net Income of any of its Subsidiaries will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders; and
	(3) the cumulative effect of a change in accounting principles will be excluded.

	(1) was a member of such Board of Directors on the date of the indenture; or
	(2) was nominated for election or elected to such Board of Directors with the approval of the Principal or any of the Related Parties or with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

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	(1) acquisitions that have been made by the specified Person, including through mergers or consolidations, or any Person acquired by the specified Person, and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect (in accordance with Regulation S-X under the Securities Act) as if they had occurred on the first day of the four-quarter reference period;
	(2) the Cash Flow of AREP and the Guarantors attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded;
	(3) the Fixed Charges of AREP and the Guarantors attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses (and ownership interests therein) disposed of prior to the Calculation Date, will be excluded, but only to the extent that such Fixed Charges of AREP and the Guarantors are equal to or less than the Cash Flow of AREP and the Guarantors from the related discontinued operation excluded under clause (3) for such period; and
	(4) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the

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	entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months).

	(1) the interest expense of AREP, and any Guarantor for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations in respect of interest rates; plus
	(2) the interest expense of AREP and any Guarantor that was capitalized during such period; plus
	(3) any interest on Indebtedness of another Person that is guaranteed by AREP or any Guarantor (other than Bad Boy Guarantees unless such Bad Boy Guarantee is called upon) or secured by a Lien on assets of AREP or any additional Guarantor, whether or not such Guarantee or Lien is called upon; provided that for purposes of calculating interest with respect to Indebtedness that is Guaranteed or secured by a Lien, the principal amount of Indebtedness will be calculated in accordance with the last two paragraphs of the definition of Indebtedness; plus
	(4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any series of preferred equity of AREP, other than dividends on preferred stock to the extent payable in Equity Interests of AREP (other than Disqualified Stock) or dividends on preferred equity payable to AREP, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory income tax rate of AREP (however, for so long as AREP is a partnership or otherwise a pass-through entity for federal income tax purposes, the combined federal, state and local income tax rate shall be the rate that was utilized to calculate the Tax Amount of AREP to the extent that the Tax Amount was actually distributed with respect to such period (and if less than the Tax Amount is distributed, such rate shall be proportionately reduced) and if no Tax Amount was actually distributed with respect to such period, such combined federal, state and local income tax rate shall be zero), expressed as a decimal; provided that this clause (4) will not include any Preferred Unit Distribution paid in additional Preferred Units,

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	(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;
	(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and
	(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

	(1) in respect of borrowed money;
	(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);
	(3) in respect of banker’s acceptances;
	(4) representing Capital Lease Obligations;
	(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than six months after such property is acquired or such services are completed; or
	(6) representing any Hedging Obligations,

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	(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, and Other Liquidated Damages, incurred in connection therewith);
	(2) in the case of any Indebtedness other than notes redeemed in accordance with “— Mandatory Disposition Pursuant to Gaming Laws,” such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and
	(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

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	(1) any corporation, association or other business entity of which more than 50% of the total Voting Stock is at the time owned or Controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and
	(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

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	(1) acquired the private notes at their original issue price for cash,
	(2) exchange the private notes for new notes in this exchange offer, and
	(3) held the private notes and hold the new notes as “capital assets” (generally, for investment) as defined in the Internal Revenue Code of 1986, as amended, the Code.

	•	A broker-dealer, a dealer in securities or a financial institution;
	•	An S corporation;
	•	A bank;
	•	A thrift;
	•	An insurance company;
	•	A tax-exempt organization;
	•	A partnership or other pass-through entity;
	•	Subject to the alternative minimum tax provisions of the Code;
	•	Holding the private notes or the new notes as part of a hedge, straddle or other risk reduction or constructive sale transaction;
	•	A person with a “functional currency” other than the U.S. dollar; or
	•	A United States expatriate.

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	•	a citizen or resident of the United States;
	•	a corporation organized under the laws of the United States or any political subdivision thereof;
	•	an estate the income of which is subject to U.S. federal income tax regardless of its sources; or
	•	a trust if a court within the United States can exercise primary supervision over the administration of the trust and one or more U.S. persons has authority to control all substantial decisions of the trust, or if the trust was in existence on August 20, 1996, and treated as a domestic trust on August 19, 1996, and it has elected to continue to be treated as a U.S. person.

	•	when it accrues, if you use the accrual method of accounting for United States federal income tax purposes; or
	•	when you receive it, if you use the cash method of accounting for United States federal income tax purposes.

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	•	the IRS notifies us or our paying agent that the TIN you provided is incorrect;
	•	you underreport interest and dividend payments that you receive on your tax return and the IRS notifies us or our paying agent that withholding is required; or
	•	you fail to certify under penalties of perjury that you are not subject to backup withholding.

	•	you do not own, actually or constructively, 10% or more of our capital or profits interests;
	•	you are not a controlled foreign corporation with respect to which we are a “related person” within the meaning of Section 864(d)(4) of the Code;
	•	you are not a bank receiving interest described in Section 881(c)(3)(A) of the Code;
	•	such interest is not effectively connected with the conduct by you of a trade or business in the United States; and
	•	either (i) you represent that you are not a United States person for United States federal income tax purposes and you provide your name and address to us or our paying agent on a properly executed IRS Form W-8BEN (or a suitable substitute form) signed under penalties of perjury, or (ii) a securities clearing organization, bank, or other financial institution that holds customers’ securities in the ordinary course of its business holds the new note on your behalf, certifies to us or our paying agent under penalties of perjury that it has received IRS Form W-8BEN (or a suitable substitute form) from you or from another qualifying financial institution intermediary, and provides a copy of the Form W-8BEN (or a suitable substitute form) to us or our paying agent.

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	•	may not rely on the applicable interpretation of the staff of the Commission’s position contained in Exxon Capital Holdings Corp., SEC no-action letter (May 13, 1988), Morgan, Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1983); and
	•	must also be named as a selling noteholder in connection with the registration and prospectus delivery requirements of the Securities Act relating to any resale transaction.

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	•	AREH Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 31, 2005.
	•	AREH Current Report on Form 8-K/A, filed on January 5, 2005.
	•	AREP Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005.

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	•	AREP Amended Annual Report on Form 10-K/ A for the year ended December 31, 2004, filed on April 14, 2005.
	•	AREP Quarterly Reports on Form 10-Q for the quarter ended March 31, 2005, filed on May 10, 2005; for the year ended June 30, 2005, filed on August 9, 2005; and for the quarter ended September 30, 2005, filed on November 14, 2005.
	•	AREP Current Reports on Form 8-K or Form 8-K/A, filed by AREP on January 5, 2005, January 21, 2005, January 27, 2005, February 2, 2005, February 10, 2005, April 7, 2005, April 29, 2005, May 10, 2005 (only the Form 8-K containing Item 8.01 and 9.01 information), May 27, 2005, June 3, 2005, June 21, 2005, June 23, 2005, July 1, 2005, July 6, 2005, August 12, 2005, September 15, 2005, October 21, 2005, November 16, 2005, November 23, 2005, and December 2, 2005(4).

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Item 20.	Indemnification of Directors and Officers.

Item 21.	Exhibits and Financial Statement Schedules

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Item 22.	Undertakings

	(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
	(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

	(A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and
	(B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

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	AMERICAN REAL ESTATE
	PARTNERS, L.P.

	By:	American Property Investors, Inc.,

	its general partner

	By:	/s/ Keith A. Meister

	Keith A. Meister
	Chief Executive Officer

	Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:

/s/ Keith A. Meister   Keith A. Meister				Chief Executive Officer (Principal Executive Officer)		December 2, 2005
/s/ Jon F. Weber   Jon F. Weber				President and Chief Financial Officer (Principal Financial Officer)		December 2, 2005
/s/ Adrian Tannian   Adrian Tannian				Chief Accounting Officer (Principal Accounting Officer)		December 2, 2005
*   Jack G. Wasserman				Director		December 2, 2005
*   William A. Leidesdorf				Director		December 2, 2005
*   James L. Nelson				Director		December 2, 2005
*   Carl C. Icahn				Director		December 2, 2005
*By:		Keith A. Meister   Keith A. Meister Attorney-in-fact

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	AMERICAN REAL ESTATE FINANCE CORP.

	By:	/s/ Keith A. Meister

	Keith A. Meister
	Chief Executive Officer

	Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:

/s/ Keith A. Meister   Keith A. Meister				Chief Executive Officer (Principal Executive Officer)		December 2, 2005
/s/ Jon F. Weber   Jon F. Weber				President and Chief Financial Officer (Principal Financial Officer)		December 2, 2005
/s/ Adrian Tannian   Adrian Tannian				Chief Accounting Officer (Principal Accounting Officer)		December 2, 2005
*   Jack G. Wasserman				Director		December 2, 2005
*   William A. Leidesdorf				Director		December 2, 2005
*   James L. Nelson				Director		December 2, 2005
*   Carl C. Icahn				Director		December 2, 2005
*By:		Keith A. Meister   Keith A. Meister Attorney-in-fact

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	AMERICAN REAL ESTATE HOLDINGS LIMITED PARTNERSHIP

	By:	American Property Investors, Inc.,

	its general partner

	By:	/s/ Keith A. Meister

	Keith A. Meister
	Chief Executive Officer

	Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:

/s/ Keith A. Meister   Keith A. Meister				Chief Executive Officer (Principal Executive Officer)		December 2, 2005
/s/ Jon F. Weber   Jon F. Weber				President and Chief Financial Officer (Principal Financial Officer)		December 2, 2005
/s/ Adrian Tannian   Adrian Tannian				Chief Accounting Officer (Principal Accounting Officer)		December 2, 2005
*   Jack G. Wasserman				Director		December 2, 2005
*   William A. Leidesdorf				Director		December 2, 2005
*   James L. Nelson				Director		December 2, 2005
*   Carl C. Icahn				Director		December 2, 2005
*By:		Keith A. Meister   Keith A. Meister Attorney-in-fact

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Exhibit No.				Description
	4	.1		Indenture, dated as of February 7, 2005, among American Real Estate Partners, L.P., American Real Estate Finance Corp., AREH, as guarantor and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 4.9 to AREP’s Form 8-K (SEC File No. 1-9516), filed on February 10, 2005).
	4	.2		Form of 71/8% Senior Note due 2013 (incorporated by reference to Exhibit 4.9 to AREP’s Form 8-K (SEC File No. 1-9516), filed on February 10, 2005).
	4	.3		Registration Rights Agreement, dated as of February 7, 2005, among American Real Estate Partners, L.P., American Real Estate Finance Corp., AREH and Bear, Stearns & Co. Inc. (incorporated by reference to Exhibit 4.11 to AREP’s Form 8-K (SEC File No. 1-9516), filed on February 10, 2005).
	5	.1		Opinion of DLA Piper Rudnick Gray Cary US LLP.
	12	.1		Ratio of Earnings to Fixed Charges.
	23	.1		Consent of Grant Thornton LLP.
	23	.2		Consent of KPMG LLP.
	23	.3		Consent of Grant Thornton LLP.
	23	.4		Consent of Grant Thornton LLP.
	23	.5		Consent of KPMG LLP.
	23	.6		Consent of Pannell Kerr Forster of Texas, P.C.
	23	.7		Consent of Ernst & Young LLP, independent registered public accounting firm.
	23	.8		Consent of DLA Piper Rudnick Gray Cary US LLP. (included in exhibit 5.1)
	24	.1		Power of Attorney. (1)
	25	.1		Statement of Eligibility of Trustee.
	99	.1		Letter of Transmittal.
	99	.2		Notice of Guaranteed Delivery.
	99	.3		Letter to Clients.
	99	.4		Letter to Brokers.
	99	.5		Form of Exchange Agent Agreement by and between AREP and Wilmington Trust Company.

(1)	Previously filed.

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	DLA Piper Rudnick Gray Cary US LLP
	1251 Avenue of the Americas
	New York, New York 10020-1104
	T 212.835.6000
	F 212.835.6001
	W www.dlapiper.com

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	(a) The validity and binding effect of the New Notes and the Guarantee may be limited or affected by bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such validity and binding effect are considered in a proceeding in equity or at law), and may be limited by applicable laws or policies underlying such laws.
	(b) We express no opinion as to the legality, validity, enforceability or binding effect of provisions relating to indemnities and rights of contribution to the extent prohibited by public policy or which might require indemnification for losses or expenses caused by negligence, gross negligence, willful misconduct, fraud or illegality of an indemnified party.
	(c) The foregoing opinion is limited to the laws of the State of New York and the General Corporation Law and the Revised Uniform Limited Partnership Act of Delaware. We do not express any opinion herein concerning the laws of any other jurisdiction.

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	Very truly yours,
	DLA PIPER RUDNICK GRAY CARY US LLP

 

                                                                    Exhibit 23.1


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Directors and Partners of
  AMERICAN REAL ESTATE PARTNERS, L.P.

We have issued our reports dated March 11, 2005 accompanying the consolidated
financial statements of American Real Estate Partners, L.P. and subsidiaries,
and accompanying the schedule and management's assessment of the effectiveness
of internal control over financial reporting included in the Annual Report on
Form 10-K for the year ended December 31, 2004 which are incorporated by
reference in this Registration Statement. The reports dated June 2, 2005 and
November 29, 2005 on the supplemental consolidated financial statements and
accompanying consolidated financial statements, respectively, included in the
Current Reports on Forms 8-K for the year ended December 31, 2004 of American
Real Estate Partners, L.P. and subsidiaries are also incorporated by reference
in this Registration Statement. We consent to the incorporation by reference in
the Registration Statement of the aforementioned reports and to the use of our
name as it appears under the caption "Experts."

                                    /s/  Grant Thornton LLP

New York, New York
November 29, 2005

                                                                    Exhibit 23.2





            Consent of Independent Registered Public Accounting Firm


The Partners and the Board of Directors
American Real Estate Partners, L.P.:

We consent to the incorporation by reference in the registration statement
No. 333-125986 on Form S-4 of our reports dated November 29, 2005, with respect
to the consolidated balance sheets of each of American Real Estate Partners,
L.P. and American Real Estate Holdings Limited Partnership as of December 31,
2003, and the related consolidated statements of earnings, changes in
partners' equity and comprehensive income, and cash flows for each of the years
in the two-year period ended December 31, 2003 which reports appear in the Form
8-K of American Real Estate Partners, L.P. dated  December 2, 2005, and to the
reference to our firm under the heading "Experts" in the registration statement.


New York, New York
December 2, 2005

                                                                    /s/ KPMG LLP

                                                                    Exhibit 23.3


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Directors and Partners of
      AMERICAN REAL ESTATE HOLDINGS LIMITED PARTNERSHIP



We have issued our reports dated March 11, 2005 and November 29, 2005,
accompanying the consolidated financial statements of American Real Estate
Holdings Limited Partnership in the Annual Report on Form 10-K and Current
Report on Form 8-K, respectively, for the year ended December 31, 2004, which
are incorporated by reference in this Registration Statement. We consent to the
incorporation by reference of the aforementioned reports in the Registration
Statement and to the use of our name as it appears under the caption "Experts."

                                        /s/ GRANT THORNTON LLP

New York, New York
November 29, 2005

                                                                    Exhibit 23.4


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors of
     American Property Investors, Inc.

We have issued our report dated April 27, 2005, accompanying the balance sheet
of American Property Investors, Inc. as of December 31, 2004, which is
incorporated by reference in this Registration Statement. We consent to the
incorporation by reference of the aforementioned report in the Registration
Statement and to the use of our name as it appears under the caption "Experts."


                                      /s/ GRANT THORNTON LLP


New York, New York
November 29, 2005

                                                                    EXHIBIT 23.5

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use of our report dated March 11, 2005, with respect to the
consolidated balance sheets of GB Holdings, Inc. and subsidiaries as of December
31, 2004 and 2003, and the related consolidated statements of operations,
changes in shareholder's equity, and cash flows for each of the years in the
three-year period ended December 31, 2004, incorporated by reference herein and
to the reference to our firm under the heading "Experts" in the prospectus. The
audits referred to in our report dated March 11, 2005, included the related
consolidated financial statement schedule. Our report dated March 11, 2005
contains an explanatory paragraph that states that GB Holdings' has suffered
recurring net losses, has a net working capital deficiency and has significant
debt obligations which are due within one year that raise substantial doubt
about its ability to continue as a going concern. The consolidated financial
statements and financial statement schedule do not include any adjustments that
might result from the outcome of that uncertainty.

                                                                    /S/ KPMG LLP

Short Hills, New Jersey
November 29, 2005

                                                                    Exhibit 23.6

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the use in this Amendment No. 1 to Registration Statement No.
333-125986 of American Real Estate Partners, L.P. on Form S-4 of our report
dated March 18, 2005 of Panaco, Inc. as of December 31, 2004, incorporated by
reference in the Prospectus, which is part of this Registration Statement. We
also consent to the reference to us under the heading "Experts" in such
Prospectus.



/s/ Pannell Kerr Forster of Texas, P.C.

November 30, 2005
Houston, TX

                                                                    EXHIBIT 23.7

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption "Experts" in Amendment
No. 1 to the American Real Estate Partners, L.P.'s Registration Statement (Form
S-4 No. 333-125986) and related Prospectus of American Real Estate Partners,
L.P. for the registration of $480,000,000 7 1/8% Senior Notes and to the
incorporation by reference therein of our report dated August 3, 2005 (except
Note 18 as to which the date is August 8, 2005) with respect to the consolidated
financial statements of WestPoint Stevens Inc. as of December 31, 2004 and 2003
and for the three years in the period ended December 31, 2004 included in
American Real Estate Partners, L.P.'s From 8-K/A dated October 21, 2005, filed
with the Securities and Exchange Commission.


                                             /s/ Ernst & Young LLP


Atlanta, Georgia
November 30, 2005

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Table of Contents

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Table of Contents

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Table of Contents

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Table of Contents

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Table of Contents

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Table of Contents

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Table of Contents

 

	Exhibit 99.1

By Certified or Registered Mail: Wilmington Trust Company DC-1626 Processing Unit P.O. Box 8861 Wilmington, DE 19899-8861		By Overnight Courier or Hand: Wilmington Trust Company Corporate Capital Markets 1100 North Market Street Wilmington, DE 19890-1626		By Facsimile Transmission: (302) 636-4139 Attention: Exchanges Confirm by Telephone: (302) 636-6470 For Information Call: (302) 636-6470

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DESCRIPTION OF PRIVATE NOTES
Name(s) and Address(es) of Registered Holder(s)		(1)		(2)		(3)
(Please fill in, if blank)		Certificate		Aggregate		Principal Amount
		Number(s)*		Principal		of Private Notes
				Amount of		Tendered
				Private Notes		(if less than
						all)**
* Need not be completed if Private Notes are being tendered by book-entry holders.
** Private Notes may be tendered in whole or in part in integral multiples of $1,000. Unless this column is completed, a holder will be deemed to have tendered the full aggregate principal amount of the Private Notes represented by the Private Notes indicated in column 2.

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X		Date: ------------------------------------------------------------ , 200
X		Date: ------------------------------------------------------------ , 200
Signature(s) of Owner

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1.	DELIVERY OF THIS LETTER OF TRANSMITTAL AND PRIVATE NOTES.

2.	GUARANTEED DELIVERY PROCEDURES.

	(a) such tender is made by or through an Eligible Institution (as defined below);
	(b) on or before the Expiration Date, the Exchange Agent has received a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Company (or a facsimile thereof with receipt confirmed by telephone and an original delivered by guaranteed overnight courier) from such Eligible Institution setting forth the name and address of the holder of such Private Notes, the name(s) in which the Private Notes are registered and the principal amount of Private Notes tendered and stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the Expiration Date, certificates representing Private Notes to be tendered, in proper form for transfer, or a Book-Entry confirmation, as the case may be, together with a duly executed Letter of Transmittal and any other documents required by this Letter of Transmittal and the instructions hereto, will be deposited by such Eligible Institution with the Exchange Agent; and
	(c) a Letter of Transmittal (or a facsimile thereof) and certificates representing the Private Notes to be tendered, in proper form for transfer, or a book-entry confirmation, as the case may be, and all other required documents are received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date.

3.	PARTIAL TENDERS AND WITHDRAWAL RIGHTS.

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4.	SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES.

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5.	SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

6.	BACKUP FEDERAL INCOME TAX WITHHOLDING AND SUBSTITUTE FORM W-9.

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7.	TRANSFER TAXES.

8.	WAIVER OF CONDITIONS.

9.	NO CONDITIONAL TENDERS.

10.	INADEQUATE SPACE.

11.	MUTILATED, LOST, STOLEN OR DESTROYED PRIVATE NOTES.

12.	REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

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13.	VALIDITY OF TENDERS.

14.	ACCEPTANCE OF TENDERED PRIVATE NOTES AND ISSUANCE OF NEW NOTES; RETURN OF PRIVATE NOTES.

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TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 6)
PAYOR’S NAME:
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service		PART I — TAXPAYER IDENTIFICATION NUMBER Enter your taxpayer identification number in the appropriate box. For most individuals, this is your social security number. If you do not have a number, see how to obtain a “TIN” in the enclosed Guidelines.		Social Security Number OR
		NOTE: If the account is in more than one name, see the chart on page 2 of the enclosed Guidelines to determine what number to give.		Employer Identification Number
		PART II — FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING (SEE ENCLOSED GUIDELINES)
Payor’s Request for Taxpayer Identification Number (TIN) and Certification		CERTIFICATION — UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
		(1) I am a U.S. person and the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and
		(2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends or the IRS has notified me that I am no longer subject to backup withholding.
		SIGNATURE		DATE

	Certificate Guidelines — You must cross out Item (2) of the above certification if you have been notified by the IRS that you are subject to backup withholding because of under-reporting of interest on dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out Item 2.

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By Certified or Registered Mail:		By Overnight Courier or Hand:		By Facsimile Transmission:
Wilmington Trust Company DC-1626 Processing Unit P.O. Box 8861 Wilmington, DE 19899-8861		Wilmington Trust Company Corporate Capital Markets 1100 North Market Street Wilmington, DE 19890-1626		(302) 636-4139 Attention: Exchanges Confirm by Telephone: (302) 636-6470 For Information Call: (302) 636-6470

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Name and Address of
Registered Holder		Certificate
as it Appears on		Number(s) of		Aggregate Principal		Principal Amount of
the Private Notes		Private Notes		Amount Represented		Private Notes
(Please Print)		Tendered		by Private Notes		Tendered*

*	Must be tendered only in integral multiples of $1,000.

	x                                                    Date:                                                   , 200
	x                                                    Date:                                                   , 200

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Name of Firm:		(Authorized Signature)
Address:		Title:
(zip code)		Name:
		(Please type or print)
Area Code and Telephone Number:		Date:

NOTE:	DO NOT SEND CERTIFICATES FOR PRIVATE NOTES WITH THIS FORM. CERTIFICATES FOR PRIVATE NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.

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	1. The Exchange Offer is for any and all Private Notes.
	2. The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned “The Exchange Offer — Conditions.”
	3. Any transfer taxes incident to the transfer of Private Notes from the holder to the Company will be paid by the Company, except as otherwise provided in the Instructions in the Letter of Transmittal.
	4. The Exchange Offer expires at 5:00 p.m., New York City time, on January      , 2006, unless extended by the Company.

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	1. Prospectus dated December      , 2005;
	2. The Letter of Transmittal for your use and for the information of your clients;
	3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if certificates for Private Notes are not immediately available or time will not permit all required documents to reach Wilmington Trust Company prior to the Expiration Date (as defined below) or if the procedure for book-entry transfer cannot be completed on a timely basis;
	4. A form of letter which may be sent to your clients for whose account you hold Private Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer; and
	5. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

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	Very truly yours,
	American Real Estate Partners, L.P.
	American Real Estate Finance Corp.

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	December      , 2005

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	(a) in cases where the Old Notes are registered in two or more names only if signed by all named holders;

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	(b) in cases where the signing person (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity only when proper evidence of his or her authority so to act is submitted; and
	(c) from persons other than the registered holder of Old Notes provided that customary transfer requirements, including any payment of applicable transfer taxes, are fulfilled.

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	(a) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any of the Old Notes deposited with you pursuant to the Exchange Offer, and will not be required to and will make no representation as to the validity, value or genuineness of the Prospectus;
	(b) shall not be obligated to take any legal action hereunder which might in your reasonable judgment involve any expense or liability, unless you shall have been furnished with reasonable indemnity;
	(c) shall not be liable to the Company for any action taken or omitted by you, or any action suffered by you to be taken or omitted, without negligence, misconduct or bad faith on your part, by reason of or as a result of the administration of your duties hereunder in accordance with the terms and conditions of this Agreement or by reason of your compliance with the instructions set forth herein or with any instructions, whether written or oral or otherwise, delivered to you pursuant hereto, and may reasonably rely on and shall be protected in acting in good faith in reliance upon any certificate, instrument, opinion, notice, letter, facsimile or other document or security delivered to you and reasonably believed by you to be genuine and to have been signed by the proper party or parties;
	(d) may reasonably act upon any tender, statement, request, comment, agreement or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which you shall in good faith reasonably believe to be genuine or to have been signed or represented by a proper person or persons;
	(e) may rely on and shall be protected in acting upon notice or instructions, whether written or oral or otherwise, from the Chief Executive Officer or Chief Financial Officer of the Company or any other party designated by any such officer of the Company;
	(f) shall not advise any person tendering Old Notes pursuant to the Exchange Offer as to whether to tender or refrain from tendering all or any portion of Old Notes or as to the market value, decline or appreciation in market value of any Old Notes that may or may not occur as a result of the Exchange Offer or as to the market value of the New Notes;
	(g) may consult with counsel with respect to any questions relating to your duties and responsibilities, and the written advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by you hereunder in good faith and in reliance thereon; and
	(h) shall act solely as agent of the Company and shall not assume any obligation, or relationship of agency or trust for or, with any of the owners or holders of the Old Notes.

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	If to the Company:
	American Real Estate Partners, L.P.
	American Real Estate Finance Corp.
	767 Fifth Avenue
	New York, NY
	Facsimile: (212) 386-7663
	Attention: Jon F. Weber
	With a copy to:
	DLA Piper Rudnick Gray Cary US LLP
	1251 Avenue of the Americas
	New York, New York 10020
	Facsimile: (212) 835-6001
	Attention: Steven L. Wasserman
	James T. Seery
	If to the Exchange Agent:
	Wilmington Trust Company
	Rodney Square North
	1100 North Market Street
	Wilmington, Delaware 19890
	Facsimile: (302) 636-4145
	Attention: Corporate Trust Operations
	With a copy to:
	Curtis, Mallet-Prevost, Colt & Mosle LLP
	101 Park Avenue, Suite 3500
	New York, New York 10178
	Facsimile: (212) 697-1559
	Attention: Lawrence Goodman
	Kathryn Alisbah

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	AMERICAN REAL ESTATE PARTNERS, L.P.

	By:

	Name:        Keith A. Meister

	Title:	Chief Executive Officer

	AMERICAN REAL ESTATE FINANCE CORP.

	By:

	Name:        Keith A. Meister

	Title:	Chief Executive Officer

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