SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                -----------------

                                    FORM 8-K

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

                                 AUGUST 19, 2003
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                Date of Report (Date of earliest event reported)

                       AMERICAN REAL ESTATE PARTNERS, L.P.
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             (Exact Name of Registrant as Specified in its Charter)
                                                                       


                  DELAWARE                  1-9516                           13-3398766
              ----------------             --------                        ---------------
         (State of Organization)     (Commission File Number)    (IRS Employer Identification Number)
100 SOUTH BEDFORD ROAD MT. KISCO, NY 10549 --------------------------------------- (Address of Registrant's Principal Executive Office (Zip Code) (914) 242-7700 ------------------ (Registrant's telephone number, including area code) ------------------ (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS On August 19, 2003, the Registrant announced Executive Changes. Reference is made to the press release, dated August 19, 2003, annexed hereto as Exhibit 99.5 for information regarding the announcement. ITEM 7. EXHIBITS Description of Document Exhibit No. 99.5 - Press Release, dated August 19, 2003 - American Real Estate Partners, L.P. Announces Executive Changes SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMERICAN REAL ESTATE PARTNERS, L.P. (Registrant) By: American Property Investors, Inc. General Partner By: /s/ John P. Saldarelli ----------------------------------- John P. Saldarelli Date: August 19, 2003 Chief Financial Officer, Secretary and Treasurer EXHIBIT INDEX
Exhibit Number Description Page No. - -------------- ----------- -------- 99.5 Press Release dated August 19, 2003 3
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                                                                Exhibit 99.5


Contact:          John P. Saldarelli
                  Secretary and Treasurer
                  (914) 242-7700


                              FOR IMMEDIATE RELEASE


                       AMERICAN REAL ESTATE PARTNERS, L.P.
                           ANNOUNCES EXECUTIVE CHANGES


Mount Kisco, New York, August 19, 2003 - American Real Estate Partners, L.P.
(NYSE:ACP) today reported that Mr. Keith Meister was appointed President and
Chief Executive Officer of American Property Investors, Inc., the General
Partner of American Real Estate Partners, L.P.

Mr. Meister will also continue in his present position as Senior Investment
Analyst of High River Limited Partnership, a company owned by Mr. Carl C. Icahn,
Chairman of the Board of the General Partner.

Mr. Albo J. Antenucci, Jr., the former President and Chief Executive Officer of
American Property Investors, Inc. resigned effective as of the close of business
August 15, 2003 but will act as a consultant to American Real Estate Partners,
L.P. for a period of approximately nine months.

American Real Estate Partners, L.P. is a master limited partnership primarily
engaged in acquiring and managing real estate investments with a primary focus
on office, retail, industrial, hotel, gaming, and residential properties.

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