As filed with the Securities and Exchange Commission on February 10, 1995
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

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

Delaware                             13-3398766
(State of Organization)        (I.R.S. Employer Identification Number)

90 South Bedford Road
Mt. Kisco, New York                             10549   
(Address of Principal Executive Offices)           (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Name of Each Exchange on which
Title of Each Class to be so Registered     each Class is to be Registered
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5% Cumulative Pay-In-Kind Redeemable         New York Stock Exchange, Inc.
Preferred Units Representing Limited
Partner Interests

Securities to be registered pursuant to Section 12(g) of the Act:

NONE

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Page 1 of 3 pages

Item 1.       Description of Registrant's
Securities to be Registered
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The prospectus relating to the proposed public offering of up to
2,000,000 5% Cumulative Pay-In-Kind Redeemable Preferred Units representing
limited partner interests of American Real Estate Partners, L.P. (the
"Registrant"), contained in the Registrant's Registration Statement on Form S-3,
as amended (File No. 33-54767), under the Securities Act of 1933, as amended
(the "Securities Act"), is incorporated herein by reference.  The final
prospectus (the "Prospectus") to be filed pursuant to Rule 424(b) under the
Securities Act shall be deemed to be incorporated herein by reference from the
date of filing thereof.  Reference is specifically made to the section of the
Prospectus captioned "Description of Securities - The Preferred Units."

Item 2.       Exhibits
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1.     Amended and Restated Agreement of Limited Partnership of
Registrant, dated as of May 12, 1987 (the "Partnership
Agreement").(1)

2.     Amendment No. 1 to the Partnership Agreement.(2)

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(1)    Incorporated by reference to Exhibit 3.2 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1987.

(2)    Incorporated by reference to Exhibit 4.2 to Pre-Effective Amendment 
No. 3 to the Registrant's Registration Statement on Form S-3 (File 
No. 33-54767), filed with the Commission on January 20, 1995.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

AMERICAN REAL ESTATE PARTNERS, L.P.

By: American Property Investors, Inc.
General Partner

February 10, 1995                         By:    /s/ John P. Saldarelli
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John P. Saldarelli
Treasurer