SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

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FORM 8-K

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

JULY 24, 1997
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Date of Report (Date of earliest event reported)

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

DELAWARE                       1-9516                        13-3398766
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(State of Organization)        (Commission File Number)    (IRS Employer Identification Number)

100 SOUTH BEDFORD ROAD
MT. KISCO, NY 10549
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(Address of Registrant's Principal Executive Office) (Zip Code)

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

NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events.

On July 24, 1997, American Real Estate Partners, L.P. (the
"Registrant") announced that the record date for its proposed rights
offering (the "Rights Offering") would be as of the close of business
on August 8, 1997 or such later date as the Registrant's Registration
Statement on Form S-3 relating to the Rights Offering is declared 
effective by the Securities  and Exchange Commission.  Reference is 
made to the press release, dated July 24, 1997, annexed hereto as 
Exhibit 20.2, for information regarding the Rights Offering.

Item 7. Exhibits.

EXHIBIT NO.              DESCRIPTION OF DOCUMENT
-----------              -----------------------

20.2              Press Release, dated July 24, 1997.

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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
Secretary and Treasurer

Date:  July 24, 1997

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EXHIBIT INDEX
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EXHIBIT NUMBER         DESCRIPTION                          PAGE NO.
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20.2        Press Release, dated July 24, 1997.             5

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[AMERICAN REAL ESTATE PARTNERS, L.P.]
(LOGO)

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

FOR IMMEDIATE RELEASE
---------------------

AMERICAN REAL ESTATE PARTNERS, L.P.
- --------------------------------------------------
ANNOUNCES RECORD DATE FOR PROPOSED RIGHTS OFFERING
- ----------------------------------------------------------

MOUNT KISCO, NEW YORK, July 24, 1997 - American  Real Estate Partners,
L.P.  (NYSE:ACP)  today  announced  that the record date for  its  proposed
rights offering would be as of the close  of  business on August 8, 1997 or
such  later date as the Company's registration statement  relating  to  the
offering  is  declared effective by the Securities and Exchange Commission.
Pursuant to the  terms  of the offering, holders of record of the Company's
Depositary Units representing  limited  partnership  interests will receive
one  transferable  right for each five Depositary Units  held,  subject  to
rounding.

Each right (the  "Primary Subscription Right") will entitle the holder
thereof to acquire from  the  Company  four  Depositary  Units  and  one 5%
cumulative   pay-in-kind  redeemable  Preferred  Unit.   Exercising  rights
holders will be entitled to exercise an over-subscription privilege for all
or any portion  of  the  Depositary Units and Preferred Units not purchased
through the exercise of Primary  Subscription Rights.  The Depositary Units
and  the  Preferred  Units  purchased   through  the  exercise  of  Primary
Subscription  Rights  must  be  purchased as  a  unit  consisting  of  four
Depositary Units and one Preferred  Unit  and  may  not  be  subscribed for
separately.

The  Company  expects  that  certificates  evidencing  the  rights  to
subscribe,  together  with  a prospectus, will be mailed to unitholders  as
soon as possible following the  record  date.   The  proposed  subscription
period  will  be  30  calendar  days  beginning  on  the  date subscription
materials are mailed to record date holders.

THIS  PRESS  RELEASE  DOES  NOT  CONSTITUTE  AN OFFER TO SELL  OR  THE
SOLICITATION OF AN OFFER TO BUY.  SUCH AN OFFER MAY  BE  MADE ONLY BY MEANS
OF A PROSPECTUS MEETING THE REQUIREMENTS OF THE SECURITIES  ACT OF 1933, AS
AMENDED.   A  REGISTRATION  STATEMENT RELATING TO THE SECURITIES  HAS  BEEN
FILED WITH THE SECURITIES AND  EXCHANGE  COMMISSION  BUT HAS NOT YET BECOME
EFFECTIVE.   THESE  SECURITIES  MAY NOT BE SOLD NOR MAY OFFERS  TO  BUY  BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE.

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