American
Real Estate Partners, L.P.
767
Fifth Avenue, Suite 4700
New
York, New York 10153
June
22,
2007
VIA
EDGAR
H.
Christopher Owings
Assistant
Director
Division
of Corporate Finance
Securities
and Exchange Commission
100
F.
Street, N.E.
Washington,
D.C. 20549
|
Re:
|
American
Real Estate Partners, L.P.
|
|
Registration
Statement on Form S-3
|
|
|
Registration
No. 333-143930
|
Dear
Mr.
Owings,
On
behalf
of American Real Estate Partners, L.P. (the “Company”), a Delaware limited
partnership, we hereby specifically incorporate into the facing page of the
Registration Statement on Form S-3, filed by the Company on June 21, 2007,
the
following language pursuant to Rule 473 of the Securities Act of 1933, as
amended:
“The
registrant hereby amends this Registration Statement on
such
date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section
8(a), may determine.”
We
respectfully request that additional comments, if any, in connection with the
subject filing be directed to Julie M. Allen at Proskauer Rose LLP, 1585
Broadway, New York, New York 10036 (fax: 212-969-2900).
Very
truly yours,
/s/ Andrew
R.
Skobe
Chief
Financial Officer