April 14, 1994

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:   American Real Estate Partners, L.P.
Amendment No. 5 to Schedule 13D    
------------------------------------

Gentlemen:

On behalf of American Real Estate Partners, L.P.
("AREP"), pursuant to Section 13(d) of the Securities and Exchange
Act of 1934, as amended, Rule 13d-2 promulgated thereunder and Item
902(f)(3) of Regulation S-T, transmitted herewith is Amendment No.
5 to a statement on Schedule 13D relating to the depositary units
representing limited partnership interests of AREP.  In addition,
pursuant to Rule 13d-2(c), transmitted as attachments to Amendment
No. 5 are the Schedule 13D dated September 24, 1990, Amendment No.
1 dated November 26, 1990, Amendment No. 2 dated March 19, 1992,
Amendment No. 3 dated March 18, 1993 and Amendment No. 4 dated May
13, 1993, each without exhibits.

If you have any questions regarding this filing, please
call me at (212) 878-8335.

Very truly yours,

Karl A. Roessner

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)

AMERICAN REAL ESTATE PARTNERS, L.P.              
- ------------------------------------------------------------------
(Name of Issuer)

DEPOSITARY UNITS REPRESENTING LIMITED PARTNER INTERESTS    
- ------------------------------------------------------------------
(Title of Class of Securities)

02169 10 9
----------
(CUSIP NUMBER)

Craig S. Medwick, Esq.
Rogers & Wells
200 Park Avenue
New York, New York  10166
Tel. No.:  (212) 878-8000
- ------------------------------------------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)

March 24, 1994                         
- ------------------------------------------------------------------
(Date of Event which requires Filing of this Statement)

If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box /_/

Check the following box if a fee is being paid with the
statement /_/

* Pursuant to Item 902(f)(3) of Regulation S-T and Rule 13d-2(c) 
attached hereto is the entire text of this Schedule 13D including 
Amendment No. 1 dated as of November 26, 1990, Amendment No. 2 
dated as of March 19, 1992, Amendment No. 3 dated as of March 18, 
1993 and Amendment No. 4 dated as of May 13, 1993.

The Schedule 13D filed with the Securities and
Exchange Commission on September 24, 1990 by Meadowstar Holding
Company, Inc., a Delaware corporation, Carl C. Icahn, Unicorn
Associates Corporation, a New York corporation, ACF Industries
Incorporated, a New Jersey corporation, Icahn Capital
Corporation, a Delaware corporation, and Icahn Holding
Corporation, a Delaware corporation (collectively, the "Icahn
Group"), as amended by Amendment No. 1 dated November 16, 1990,
Amendment No. 2 dated March 19, 1992, Amendment No. 3 dated
March 18, 1993 and Amendment No. 4 dated May 13, 1993 is further
amended to furnish the additional information set forth below:

Item 4.   Purpose of Transaction
----------------------
The following is added to amend Item 4:

On March 24, 1994, the Board of Directors of the
General Partner announced that a quarterly distribution for the
fiscal quarter ending March 31, 1994 would not be made. 
Reference is made to the press release, dated March 25, 1994,
annexed hereto as Exhibit A, for information regarding that
announcement.

SIGNATURE
---------

After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information set forth
in this statement is true, complete and correct.

Dated:    March 25, 1994

UNICORN ASSOCIATES
CORPORATION
ACF INDUSTRIES INCORPORATED
ICAHN HOLDING CORPORATION
ICAHN CAPITAL CORPORATION

/s/ Carl C. Icahn           
-------------------------
all by Carl C. Icahn

/s/ Carl C. Icahn           
------------------------- 
Carl C. Icahn

[AREP FORM 13D]

EXHIBIT A

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

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

AMERICAN REAL ESTATE PARTNERS, L.P. ANNOUNCES THAT FIRST QUARTER
DISTRIBUTION WILL NOT BE MADE

MT. KISCO, NEW YORK -- MARCH 25, 1994 -- American Real Estate
Partners, L.P. (NYSE:ACP) ("AREP") today announced that a
quarterly distribution for the fiscal quarter ended March 31,
1994 would not be made.  A distribution of $0.125 per Depositary
Unit had been declared in the prior four quarters.  In making
its determination, the Board considered, among other things,
AREP's current and reasonably anticipated cash flows and
liquidity needs, its maturing debt repayment obligations and
capital funding requirements, as well as the interests of
Unitholders.  As currently estimated, net operating cash flow
will be approximately slightly above break even for 1994.  This
is mainly due to the fact that senior indebtedness principal
payments and balloon mortgages in the aggregate amount of
approximately $20.0 million are due in 1994.  Furthermore, due
to certain timing issues and maturing debt obligations, cash
flow during the first six months of 1994 will be negative and
will require the use of established reserves.  While payment of
maturing debt obligations will require use of operating cash
flow and reserves in the short term, it should enhance AREP's
equity in its investments and its cash flow in later years.

AREP does not believe it would be prudent or in the long-term
best interest of AREP to encumber or sell assets for the purpose
of paying distributions.  In light of the foregoing and the tax
liability to a typical Unitholder, AREP is continuing to monitor
sources of capital which may permit the reinstatement of
distributions later in 1994, although there can be no assurances
thereof.  A possible source of capital which might permit AREP
to have additional funds to repay maturing debt obligations and
enhance the long-term value of AREP as well as reinstate
distributions later in 1994, could include the issuance of
additional securities, including equity and debt securities or
combinations thereof.

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)

American Real Estate Partners, L.P.                   
- -----------------------------------------------------------------
(NAME OF ISSUER)

Depositary Units Representing Limited Partnership Interests
- -----------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)

029169 10 9               
-----------
(CUSIP NUMBER)

Stephen E. Jacobs, Esq.

Weil, Gotshal & Manges, 767 Fifth Avenue, New York, NY 10153 (212) 310-8000
- ---------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES 
AND COMMUNICATIONS)

September 13, 1990             
-----------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box  /_/.

Check the following box if a fee is being paid with the statement
/X/.  (A fee is not required only if the reporting person:  (1) has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.)  (See
Rule 13d-7.)

(Page 1 of __ Pages)

SCHEDULE 13D
CUSIP NO.    029169 10 9                        Page ___ of ___ Pages

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Meadowstar Holding Company, Inc.

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a)  /X/
(b)  /_/

3       SEC USE ONLY

4       SOURCE OF FUNDS*
AF

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS 
REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)                     /_/

6       CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES        7       SOLE VOTING POWER
BENEFICIALLY OWNED                      1,254,280
BY EACH REPORTING       8       SHARED VOTING POWER
PERSON WITH                             0
9       SOLE DISPOSITIVE POWER
1,254,280
10      SHARED DISPOSITIVE POWER
0

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,254,280

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/
Excludes 408,700 Units owned of record, but not beneficially, 
by API Nominee Corp.

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.7%

14   TYPE OF REPORTING PERSON*
CO

2

SCHEDULE 13D
CUSIP NO.    029169 10 9                            Page ___ of ___ Pages

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Carl C. Icahn

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a) /X/
(b) /_/ 

3       SEC USE ONLY

4       SOURCE OF FUNDS*
PF

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS 
REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)                    /_/

6       CITIZENSHIP OR PLACE OF ORGANIZATION
United States

NUMBER OF       7       SOLE VOTING POWER
SHARES                          0
BENEFICIALLY    8       SHARED VOTING POWER
OWNED                           1,289,680
BY EACH         9       SOLE DISPOSITIVE POWER
REPORTING                       0
PERSON WITH     10      SHARED DISPOSITIVE POWER
1,289,600

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,289,680

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /X/
Excludes 408,700 Units owned of record, but not beneficially, 
by API Nominee Corp. See Item 5.

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%

14   TYPE OF REPORTING PERSON*
IN

3

SCHEDULE 13D
CUSIP NO.    029169 10 9                                Page ___ of ___ Pages

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Unicorn Associates Corporation

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) /X/
(b) /_/ 

3       SEC USE ONLY

4       SOURCE OF FUNDS*
WC

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS 
REQUIRED PURSUANT TO ITEMS 2(d) or 2(E)                          /_/

6       CITIZENSHIP OR PLACE OF ORGANIZATION
New York

NUMBER OF       7       SOLE VOTING POWER
SHARES                          35,400
BENEFICIALLY    8       SHARED VOTING POWER
OWNED                           0
BY EACH         9       SOLE DISPOSITIVE POWER
REPORTING                       35,400
PERSON WITH     10      SHARED DISPOSITIVE POWER
0

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,400

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.3%

14   TYPE OF REPORTING PERSON*
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

4

SCHEDULE 13D
CUSIP NO.    029169 10 9                                Page ___ of ____ Pages

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

ACF Industries Incorporated

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) /X/
(b) /_/

3       SEC USE ONLY

4       SOURCE OF FUNDS*
Not applicable

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
PURSUANT TO ITEMS 2(d) or 2(E)                                   /_/

6       CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey

NUMBER OF       7       SOLE VOTING POWER
SHARES                          0
BENEFICIALLY    8       SHARED VOTING POWER
OWNED BY                        35,400
EACH REPORTING  9       SOLE DISPOSITIVE POWER
PERSON WITH                     0
10      SHARED DISPOSITIVE POWER
35,400

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,400

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.3%

14   TYPE OF REPORTING PERSON*
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

5

SCHEDULE 13D
CUSIP NO.    029169 10 9                                Page ___ of ___ Pages

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Icahn Capital Corporation

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) /X/
(b) /_/

3       SEC USE ONLY

4       SOURCE OF FUNDS*
Not applicable

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
PURSUANT TO ITEMS 2(d) or 2(E)                                   /_/

6       CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF       7       SOLE VOTING POWER
SHARES                          0
BENEFICIALLY    8       SHARED VOTING POWER
OWNED                           35,400
BY EACH         9       SOLE DISPOSITIVE POWER
REPORTING                       0
PERSON WITH     10      SHARED DISPOSITIVE POWER
35,400

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,400

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.3%

14  TYPE OF REPORTING PERSON*
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

6

SCHEDULE 13D
CUSIP NO.    029169 10 9  

1       NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Icahn Holding Corporation

2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) /x/
(b) /_/

3       SEC USE ONLY

4       SOURCE OF FUNDS*
Not applicable

5       CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
PURSUANT TO ITEMS 2(d) or 2(E)                                   /_/

6       CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF       7       SOLE VOTING POWER
SHARES                          0
BENEFICIALLY    8       SHARED VOTING POWER
OWNED                           35,400
BY EACH         9       SOLE DISPOSITIVE POWER
REPORTING                       0
PERSON WITH     10      SHARED DISPOSITIVE POWER
35,400

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,400

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /_/

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.3%

14   TYPE OF REPORTING PERSON*
CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

7

Item 1.   Security and Issuer
-------------------
This statement relates to the depositary units
representing limited partnership interests (the "Units") in
American Real Estate Partners, L.P., a Delaware limited
partnership (the "Issuer").  The address of the Issuer's
principal executive office is 10 Union Square East, New York,
New York 10003.

Item 2.   Identity and Background
-----------------------
The persons filing this statement are Meadowstar
Holding Company, Inc., a Delaware corporation ("Meadowstar"),
Carl C. Icahn, Unicorn Associates Corporation, a New York
corporation ("Unicorn"), ACF Industries Incorporated, a New
Jersey corporation ("ACF"), Icahn Capital Corporation, a
Delaware corporation ("Icahn Capital"), and Icahn Holding
Corporation, a Delaware corporation ("Icahn Holding"). 
(Meadowstar, Mr. Icahn, Unicorn, ACF, Icahn Capital and Icahn
Holding are hereinafter collectively referred to as the
"Registrants").

Meadowstar is the holding company formed for the
purposes of acquiring the stock of American Property Investors,
Inc.  Carl C. Icahn is the sole stockholder of Meadowstar.

Unicorn is primarily engaged in the business of
investing in securities.  ACF is the sole stockholder of
Unicorn.  ACF is controlled by Icahn Capital which, in turn, is
controlled by Icahn Holding which, in turn, is controlled by Mr.
Icahn.

ACF is primarily engaged in the leasing, sale and
manufacture of railroad freight and tank cars.  The business of
Icahn Capital consists of owning all of the stock of Icahn &
Co., Inc., a registered broker-dealer and holding a majority of
the common stock of ACF.  From time to time, Icahn Capital
invests its own funds in securities.  The business of Icahn
Holding consists of owning all of the stock in Icahn Capital.

8

The principal place of business and principal office
of all of the Registrants is located at 100 South Bedford Road,
Mt. Kisco, New York 10549, except for ACF, which has its
principal place of business and principal office located at 3301
Rider Trail South, Earth City, Missouri 63045.

The name, business address and position of each
executive officer and director of each of the Registrants listed
below are set forth on the Schedule opposite such Registrant's
name:

Registrant               Schedule
----------               --------
Meadowstar                   A
Unicorn                      B
ACF                          C
Icahn Capital                D
Icahn Holding                D

Carl C. Icahn is a director, the Chairman of the Board
and the President of Meadowstar; a director of Unicorn; the
Chairman of the Board and a director of ACF; and a director and
the President of each of Icahn Holding and Icahn Capital.  Mr.
Icahn will be in a position to directly and indirectly determine
the investment and voting decisions to be made by the
Registrants.

The Registrants may be deemed to be a "group" within
the meaning of Rule 13d-5 promulgated under the Securities
Exchange Act of 1934, as amended (the "Act").

None of the Registrants, nor any executive officer or
director thereof, has, during the past five years, (a) been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), or (b) been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or a finding of any
violation with respect to such laws.

9

Item 3.   Source and Amount of Funds or Other Consideration
-------------------------------------------------
Meadowstar has entered into an Acquisition Agreement,
dated as of September 13, 1990 (the "Acquisition Agreement"),
with Integrated Resources, Inc., a Delaware corporation and a
debtor-in-possession under Chapter XI of the United States
Bankruptcy Code (the "Seller").  For further information
concerning the Acquisition Agreement, see Items 4 and 6 hereof
and the full text of the Acquisition Agreement, a copy of which
is attached hereto as Exhibit I.

Pursuant to the Acquisition Agreement and subject to
the conditions provided for therein, the Seller has agreed to
sell and Meadowstar has agreed to purchase all of the
outstanding shares of common stock of (i) American Property
Investors, Inc., a Delaware corporation ("API") which is the
sole general partner of the Issuer and of American Real Estate
Holdings Limited Partnership, a Delaware limited partnership
("AREH"), and (ii) API Nominee Corp., a Delaware corporation
("Nominee").  According to the representations and warranties
contained in the Acquisition Agreement, API is the record and
beneficial owner of 1,254,280 Units, and Nominee is the record,
but not the beneficial, owner of 408,700 Units.  The purchase
price for the common stock of API and Nominee (collectively, the
"Stock") to be acquired by Meadowstar is $44,000,000, subject to
certain adjustments, of which a down payment of $2,000,000 (the
"Down Payment") was paid into an escrow account on September 13,
1990 pursuant to an Escrow Agreement, dated as of September 13,
1990 (the "Escrow Agreement"), among Meadowstar, the Seller and
Rosenman & Colin as the escrow agent (the "Escrow Agent").  For
further information concerning the Escrow Agreement, see Item 6
hereof and the full text of the Escrow Agreement, a copy of
which is attached hereto as Exhibit II.

The funds used to make the Down Payment were derived
from the personal funds of Mr. Icahn.  The funds required to pay

10

the balance of the purchase price for the Stock and to pay
related transaction fees are expected to be derived from the
personal funds of Mr. Icahn and loans from affiliates including
the Registrants, which will be derived from such affiliates'
working capital.

The aggregate purchase price of the 35,400 Units
purchased by Unicorn was approximately $384,300.  The funds
required to pay for such Units were derived from Unicorn's
working capital.

Item 4.   Purpose of Transaction
----------------------
Meadowstar has entered into the Acquisition Agreement in 
order to permit it, upon the terms and subject to the conditions of
the Acquisition Agreement, to acquire the Stock and obtain
control of the Issuer.  By virtue of its ownership of the Stock,
Meadowstar through API's general partnership interest in the
Issuer and AREH, will be able to operate and manage the Issuer,
AREH and its properties and, through such general partnership
interests and API's ownership of the Units, to share in any
value of the Issuer which may result from such operation and
management.  The Units acquired by Unicorn aggregated with the
Units to be acquired by Meadowstar as a result of the
transactions contemplated by the Acquisition Agreement, will
enable the Registrants to obtain a substantial equity position
in the Issuer.

Meadowstar plans to evaluate the operations of the
Issuer and its management needs.  Although no final
determination has been made, Meadowstar may cause API or the
Issuer to hire one or more individuals knowledgeable about real
estate to manage the operations of the Issuer.

Pursuant to the Acquisition Agreement, Meadowstar has
agreed to certain covenants relating to, among other things, the
net worth of API, distributions in respect of Units to be made
by the Issuer, the maintenance of the classification of the
Issuer and AREH as partnerships for federal income tax purposes
and amendments to the partnership agreement of the Issuer.  The
Acquisition Agreement is attached hereto as Exhibit I and is
incorporated by reference herein.  It is a condition to

11

Meadowstar's obligations under the Acquisition Agreement that it
obtain, effective as of the Closing Date (as that term is
defined in the Acquisition Agreement), the written resignation
of each person who is a director of API.  Meadowstar intends to
elect Carl C. Icahn and Mark Rachesky to the Board of Directors
of API but had made no determination as to the number, or
identity, of other directors.

Subject to and depending upon availability at prices
deemed favorable by the Registrants, the Registrants may
purchase additional Units from time to time in the open market,
in privately negotiated transactions with third parties, by
tender offer or otherwise.  Alternatively, while it is not the
Registrants' present intention to do so, the Registrants reserve
the right to dispose of Units held by them in the open market,
in privately negotiated transactions with third parties or
otherwise depending upon market conditions and other factors.

Except as set forth above, the Registrants have no
present plans or intentions which would result in or relate to
any of the transactions described in subparagraphs (a) through
(j) of Item 4 of Schedule 13D.

Item 5.   Interest in Securities of the Issuer
------------------------------------
(a)  According to the Acquisition, API owns of record
and beneficially 1,254,280 Units, representing approximately
8.72% of the 14,377,600 Units outstanding as of September 18,
1990, according to information supplied by the Seller, and a 1%
general partner interest in the Issuer.

According to the Acquisition Agreement, Nominee owns
of record, but not beneficially, no more than 408,700 Units,
representing approximately 2.84% of the 14,377,600 Units
outstanding as of September 18, 1990, according to information
supplied by the Seller.  Meadowstar understands that all of the
Units held by Nominee are held for the benefit of limited
partners in predecessor partnerships of the Issuer who have not
provided to the Issuer the necessary documentation to become
record holders of the Units.

12

As of the close of business on September 17, 1990,
Unicorn owns of record and beneficially 35,400 Units,
representing approximately .25% of the 14,377,600 Units
outstanding as of September 18, 1990, according to information
supplied by the Seller.

Meadowstar may be deemed to be the beneficial owner of
the Units owned of record by Nominee because Meadowstar has
agreed, subject to the terms and conditions of the Acquisition
Agreement, to acquire the outstanding capital stock of Nominee. 
Meadowstar disclaims such beneficial ownership.

Mr. Icahn may, by virtue of being the sole
stockholder, a director, the Chairman of the Board and the
President of Meadowstar, be deemed to own beneficially (as that
term is defined in Rule 13d-3 under the Act), the Units which
Meadowstar may be deemed to own beneficially.  Mr. Icahn
disclaims beneficial ownership of such Units for all purposes.

ACF, Icahn Capital, Icahn Holding and Mr. Icahn may be
deemed to own beneficially (as that term is defined in Rule 13d-
3 under the Act), the Units owned of record by Unicorn because
such Registrants control Unicorn.

None of the Registrants, other than Unicorn nor, to
the knowledge of the Registrants, any of the executive officers
or directors of the Registrants, beneficially owns any Units.

(b)  Meadowstar understands that API has the sole
power to vote or direct the vote and to dispose or direct the
disposition of all the Units stated to be beneficially owned by
API in Item 5(a) hereof.

Meadowstar understands that, pending receipt by the
Issuer from the beneficial owners of Units owned of record by
Nominee of the necessary documentation for such beneficial
owners to become Holders of Record, Nominee has the sole power
to vote or direct the vote but no power to dispose or direct the
disposition of such Units.

13

Unicorn has the sole power to vote or direct the vote
and to dispose or direct the disposition of all the Units stated
to be owned beneficially by it in Item 5(a) hereof.

(c)  In addition to the execution by Meadowstar of the
Acquisition Agreement on September 13, 1990, within the past 60
days, the Registrants purchased and sold the Units of the Issuer
in the manner, in the amounts, on the dates and at the prices
set forth on Schedule E hereto.

(d)  Pursuant to the Acquisition Agreement, Meadowstar
has agreed that, should it acquire the Stock, it will pay or
cause to be paid to the Seller the Seller's pro rata portion of
any cash distribution received by API from the Issuer or AREH
received or to be received with respect to the quarterly period
during which the Closing Date shall occur, with such pro rata
portion being calculated based on the number of days in such
quarter in which the Seller owned the Stock.

Meadowstar understands that, upon receipt by the
Issuer from the beneficial owners of Units owned of record by
Nominee of the necessary documentation for such beneficial
owners to become Unitholders of record, such beneficial owners
will be entitled to receive all cash distributions paid with
respect to such Units, without interest.

Item 6.   Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
------------------------------------------------------
Acquisition Agreement
---------------------
The following description of the Acquisition Agreement
is incomplete and is qualified in its entirety by reference to
Items 2 and 4 hereof and to the full text of the Acquisition
Agreement, a copy of which is attached as Exhibit I hereto and
is incorporated by reference herein.

The Acquisition Agreement provides that the
$44,000,000 purchase price will be (i) reduced by any interest
earned on the Down Payment and (ii) increased by an amount equal
to the Seller's pro rata portion of the aggregate of any cash
distributions which API shall be entitled to receive after the
Closing Date by reason of any cash distributions declared, but

14

unpaid, by either or both of the Issuer or AREH prior to the
Closing Date.  Meadowstar has also agreed that immediately prior
to the closing of the sale of the Stock to Meadowstar (the
"Closing"), all cash and cash equivalents held by API on the
Closing Date shall be distributed by API to the Seller after the
payment of all current liabilities of API due on or prior to the
Closing Date (other than certain accrued obligations).

The Acquisition Agreement also provides that, at least
five days prior to the Closing Date, the Seller is required to
take all action necessary to (i) amend Section 11 of the
Management Agreement, dated as of July 7, 1987, between
Resources Property Management Corp. ("RPMC"), a wholly owned
subsidiary of the Seller, and AREH (the "Management Agreement"), 
(ii) permit an assignment by RPMC of its rights and interests to
a designee of Meadowstar (the "Designee") and (iii) cause API,
as general partner of AREH, to consent to such assignment.  The
Management Agreement generally provides for the payment by AREH
to the Managing Agent of specified fees for the performance of
various property management and supervisory management services
on certain properties acquired by AREP after July 1, 1987
rendered on behalf of AREH.

The Acquisition Agreement provides that Meadowstar's
obligations under the Acquisition Agreement are subject to the
fulfillment of certain conditions including, without limitation,
the following: (i) the obtaining of (X) an administrative
consent order from the New Jersey Department of Environmental
Protection (the "DEP") regarding the property owned by AREH in
Plainfield, New Jersey or (Y) a determination by the DEP that
the provisions of the New Jersey Environmental Cleanup
Responsibility Act do not apply to such property (the "ECRA
Condition"); (ii) the consummation of the transactions
contemplated by the Acquisition Agreement shall not be
prohibited by any order, decree or injunction of a court of
competent jurisdiction, and there shall not have been any action
taken or any statute, rule, regulation or executive order
enacted, entered, promulgated or deemed applicable that makes
consummation of the transactions contemplated thereby illegal

15

(the "Injunction Condition"); (iii) the expiration or
termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvement Act, as amended, with respect to the
consummation of the transactions contemplated by the Acquisition
Agreement (the "H-S-R Condition"); (iv) the obtaining of written
resignations, effective as of the Closing Date, of each person
who is currently  a director of API; (v) the obtaining of an
order of the Bankruptcy Court (the "Sale Order"), approving the
transactions contemplated by the Acquisition Agreement and
authorizing the consummation of the transactions contemplated by
the Acquisition Agreement (the "Sale Order Condition"); and (vi)
the Management Agreement shall have been assigned by RPMC to the
Designee and AREH shall have consented to such assignment.

The Acquisition Agreement also provides that the
Seller's obligations under the Acquisition Agreement are subject
to the fulfillment of certain conditions including without
limitation the following: (i) the ECRA Condition; (ii) the
Injunction Condition; (iii) the H-S-R Condition; and (iv) the
Sale Order Condition.

Pursuant to the Acquisition Agreement, the Seller has
agreed to indemnify Meadowstar for, and shall defend and hold
harmless Meadowstar from, against and with respect to all
liability, damage and expense (including reasonable attorneys'
fees) incurred by Meadowstar as a result of, among other things,
the entry of a final order in any action, suit or proceeding
brought by any or all of the plaintiffs in an action captioned
Oppenheimer & Bigelow Income Fund and Edge Partners L.P. v.
Stephen Weinroth et al. in the Chancery Court of Delaware (the
"Bigelow Litigation"), which final order determines that,
notwithstanding the entry of the Sale Order, the Seller did not
properly convey to Meadowstar the Stock because the consent of
the record holders of the Units or limited partners of AREH to
such conveyance was  required and was not obtained; provided,
however, that, unless Meadowstar is required to return the Stock
to the Seller pursuant to or as a result of such final order,

16

the Seller's maximum aggregate liability as to the foregoing
shall be limited to the purchase price.  Meadowstar understands
that the Plaintiffs in the Bigelow Litigation have agreed to the
voluntary dismissal without prejudice of the claim that the
consent of Record Holders is required and intend to pursue such
claim in connection with the proceedings in the Bankruptcy Court
to consider approval of the Acquisition Agreement.

The Acquisition Agreement also provides that it may be
terminated at any time prior to the Closing Date under the
following circumstances: (i) by the mutual consent of Meadowstar
and the Seller; (ii) by either Meadowstar or the Seller, if the
Sale Order shall not have been entered by the Bankruptcy Court
on or prior to October 20, 1990; (iii) by either Meadowstar or
the Seller if the other breaches in any material respect any of
its representations, warranties or agreements contained in the
Acquisition Agreement; (iv) by either Meadowstar or the Seller
if either is prohibited by an order or injunction (other than an
order or injunction on a temporary or preliminary basis) of a
court of competent jurisdiction from consummating the
transactions contemplated in the Acquisition Agreement and all
means of appeal and all appeals from such order or injunction
have been finally exhausted; or (v) by either Meadowstar or the
Seller, if the Closing has not been consummated by November 9,
1990.

Escrow Agreement
----------------
The following description of the Escrow Agreement is
incomplete and is qualified by reference to the Escrow
Agreement, a copy of which has been attached as Exhibit II
hereto and is incorporated by reference herein.

The Down Payment was deposited with the Escrow Agent
on September 13, 1990, to be invested by the Escrow Agent in
certain interest-bearing instruments and otherwise to be held
and disposed of in accordance with the Escrow Agreement.  The
Escrow Agreement provides that, subject to receipt by the Escrow
Agent of the necessary joint instructions from the Seller and
Meadowstar and to its right in the event of a dispute to deposit
the escrow fund with a court of competent jurisdiction, the
amount held by the Escrow Agent, including any interest earned

17

for the Down Payment, (i) shall be paid to Meadowstar if the
Closing shall fail to occur other than because of the material
breach of any agreement, covenant, representation or warranty
made by Meadowstar to the Seller in the Acquisition Agreement
and (ii) shall be paid to the Seller if the Closing shall first
fail to occur by reason of such a material breach by Meadowstar.

Except as set forth in this Item 6, to the best
knowledge of the Registrants, there are no contracts,
arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 hereof, among the
Registrants or between the Registrants and any other person with
respect to any securities of the Issuer, including, without
limitation, any contracts, arrangements, understandings or
relationships concerning the transfer or the voting of any such
securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.

Item 7.   Materials to Be Filed as Exhibits
---------------------------------
I.   Acquisition Agreement, dated as of September 13,
1990, between the Seller and Meadowstar.

II.  Escrow Agreement, dated as of September 13, 1990,
among Meadowstar, the Seller and the Escrow Agent.

III. Joint Filing Agreement, dated September 24, 1990.

18

SIGNATURE
---------

After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information set forth
in this statement is true, complete and correct.

Dated:  September 24, 1990

MEADOWSTAR HOLDING COMPANY, INC.
UNICORN ASSOCIATES CORPORATION
ACF INDUSTRIES INCORPORATED
ICAHN CAPITAL CORPORATION
ICAHN HOLDING CORPORATION

/s/ Carl C. Icahn
--------------------------------
all by Carl C. Icahn

/s/ Carl C. Icahn
--------------------------------
Carl C. Icahn

19

SCHEDULE A
----------

The name and position of each of the executive
officers and directors of Meadowstar Holding Company, Inc.
("Meadowstar") are set forth below.  The business address of
each executive officer and director of Meadowstar is 100 South
Bedford Road, Mt. Kisco, New York 10549.  All such executive
officers and directors are citizens of the United States.

Name                         Position
----                        ----------
Carl C. Icahn            Chairman of the Board,
President and Director

Alfred D. Kingsley       Senior Vice President and
Director

Gary K. Duberstein       Vice President and Secretary

Mark Rachesky            Vice President and Assistant
Secretary

Robert J. Mitchell       Treasurer

Gail Golden              Assistant Secretary

20

SCHEDULE B
----------

The name and position of each of the executive
officers and directors of Unicorn Associates Corporation
("Unicorn") are set forth below.  The business address of each
executive officer and director of Unicorn is 100 South Bedford
Road, Mt. Kisco, New York 10549.  All such executive officers
and directors are citizens of the United States.

Name                    Position
----                    ---------
Carl C. Icahn            Director

Alfred D. Kingsley       Senior Vice President and
Director

Edward E. Mattner        President and Treasurer

Gail Golden              Vice President and Secretary

21

SCHEDULE C
----------

The name and position of each of the executive
officers and directors of ACF Industries Incorporated ("ACF") are
set forth below.  The business address of each executive officer
and director of ACF (other than Messrs. Icahn, Kingsley, Eckhoff
and Mitchell, whose business address is 100 South Bedford Road,
Mt. Kisco, New York 10549) is 3301 Rider Trail South, Earth
City, Missouri 63045.  All such executive officers and directors
of ACF are citizens of the United States.

Name                       Position
----                       --------
Carl C. Icahn            Chairman of the Board and
Director

Alfred D. Kingsley       Vice Chairman and Director

James J. Unger           President

Roger D. Wynkoop         Executive Vice President

James C. Bates           Vice President and Chief
Financial Officer

Carl D. Eckhoff          Vice President - Taxes

Donald E. Reese          Senior Vice President -
Manufacturing

William L. Finn          Vice President - Operations
and General Manager of the
New Business Group

David R. Sutliff         Vice President - Engineering

Walter E. O'Leary        Vice President - Business
Planning & Analysis

George E. Sullivan       Vice President - Sales and
Leasing

Robert J. Mitchell       Treasurer and Assistant
Secretary

22

SCHEDULE D
----------

The name and position of each of the executive
officers and directors of Icahn Capital Corporation ("Icahn
Capital") and Icahn Holding Corporation ("Icahn Holding") are
set forth below.  The business address of each executive officer
and director of Icahn Capital and Icahn Holding is 100 South
Bedford Road, Mt. Kisco, New York 10549.  All such executive
officers and directors are citizens of the United States.

Name                       Position
----                       --------
Carl C. Icahn            President and Director

Alfred D. Kingsley       Senior Vice President and
Director

Joseph D. Freilich       Secretary, Treasurer and
Director

Richard T. Buonato       Vice President and Comptroller

Gail Golden              Vice President (of Icahn
Capital only)

23

SCHEDULE E
----------

Other than the execution and delivery of the
Acquisition Agreement by Meadowstar, Unicorn is the only
Registrant that has engaged in transactions in the Units during
the past sixty days.  The date of such transactions, the amount
of Units involved and the price per Unit are all set forth
below.  All such transactions involved purchases of Units on the
New York Stock Exchange.

Date of Transaction     Number of Units         Price Per Unit
- -------------------   ---------------         --------------
6/28/90                 10,000                          $11
6/29/90                  7,000                           11
7/05/90                  4,400                           11
7/06/90                    900                           11
7/09/90                  8,000                           11
7/24/90                  5,100                           10

24

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)

American Real Estate Partners, L.P.
-----------------------------------
(NAME OF ISSUER)

Depositary Units Representing Limited Partnership Interests
-----------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)

029169 10 9        
-----------
(CUSIP NUMBER)

Weil, Gotshal & Manges, 767 Fifth Avenue, 
----------------------------------------
New York, NY 10153  (212) 310-8000
----------------------------------

(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE 
NOTICES AND COMMUNICATIONS)

November 15, 1990            
-----------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)

If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box /_/.

Check the following box if a fee is being paid with the
statement /_/.  (A fee is not required only if the reporting
person:  (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.)  (See Rule 13d-7.)

(Page 1 of 3 Pages)

This statement is the first amendment to a statement
on Schedule 13D (the "Schedule 13D") filed with the Securities
and Exchange Commission by Meadowstar Holding Company, Inc., a
Delaware corporation ("Meadowstar"), Carl C. Icahn, Unicorn
Associates Corporation, a New York corporation, ACF Industries
Incorporated, a New Jersey corporation, Icahn Capital
Corporation, a Delaware corporation, and Icahn Holding
Corporation, a Delaware corporation.  Unless otherwise defined
herein, all capitalized terms used herein shall have the meaning
ascribed to them in the Schedule 13D.

Item 2.   Identity and Background
-----------------------
Mark H. Rachesky has been elected as a director of
Meadowstar.

Item 4.   Purpose of Transaction
----------------------
On November 15, 1990, following the consummation of
the transactions contemplated by the Acquisition Agreement (as
described below) including the resignation of each of the
directors of API, Meadowstar, as the sole stockholder of API,
elected Carl C. Icahn, Alfred D. Kingsley and Mark H. Rachesky
to the Board of Directors of API.

Item 5.   Interest in Securities of the Issuer
------------------------------------
(c) On November 15, 1990, pursuant to the Acquisition
Agreement previously described in the Schedule 13D, Meadowstar
purchased all of the outstanding shares of common stock of (i)
API, the sole general partner of the Issuer, and (ii) Nominee. 
As a result of such purchase, Meadowstar has become the
beneficial owner of the 1,254,280 Units owned by API. 
Meadowstar may also be deemed to be the beneficial owner of the
408,700 Units owned of record by Nominee, however, Meadowstar
disclaims such beneficial ownership.

Item 6.   Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
------------------------------------------------------
As described above (see Item 5), the transactions
contemplated by the Acquisition Agreement, dated as of September
13, 1990 by and between Integrated Resources, Inc. and
Meadowstar Holding Company, Inc., were consummated on November
15, 1990.

(Page 2 of 3 Pages)

SIGNATURE
---------

After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information set forth
in this statement is true, complete and correct.

Dated:  November 26, 1990

MEADOWSTAR HOLDING COMPANY, INC.
UNICORN ASSOCIATES CORPORATION
ACF INDUSTRIES INCORPORATED
ICAHN CAPITAL CORPORATION
ICAHN HOLDING CORPORATION

/s/ Carl C. Icahn                
--------------------------------- 
all by Carl C. Icahn

/s/ Carl C. Icahn                
---------------------------------
Carl C. Icahn 

(Page 3 of 3 Pages)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)

AMERICAN REAL ESTATE PARTNERS, L.P.              
- --------------------------------------------------------------------
(Name of Issuer)

DEPOSITARY UNITS REPRESENTING LIMITED PARTNER INTERESTS    
- --------------------------------------------------------------------
(Title of Class of Securities)

02169 10 9
----------
(CUSIP NUMBER)

Lawrence A. Kestin, Esq.
Rogers & Wells
200 Park Avenue
New York, New York  10166
Tel. No.:  (212) 878-8164
- --------------------------------------------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)

March 19, 1992                         
- -------------------------------------------------------------------
(Date of Event which requires Filing of this Statement)

If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box /_/

Check the following box if a fee is being paid with the
statement /_/

This statement is the second amendment to a statement
on Schedule 13D (the "Schedule 13D") filed with the
Securities and Exchange Commission by Meadowstar Holding
Company, Inc., a Delaware corporation ("Meadowstar"), Carl C.
Icahn, Unicorn Associates Corporation, a New York corporation,
ACF Industries Incorporated, a New Jersey corporation, Icahn
Capital Corporation, a Delaware corporation, and Icahn Holding
Corporation, a Delaware corporation.  Unless otherwise defined
herein, all capitalized terms used herein shall have the meaning
ascribed to them in the Schedule 13D.

Item 4.   Purpose of Transaction
----------------------
The following is added to amend Item 4:

On March 19, 1992, the Board of Directors of the
General Partner announced a quarterly distribution of $0.25 per
Unit for the fiscal quarter ending March 31, 1992, as more fully
described in the press release, dated March 19, 1992, annexed
hereto as Exhibit A.

Item 5.   Interests in Securities of the Issuer
-------------------------------------
The following is added to amend Item 5:

The number of Units owned of record by Nominee has
been reduced to 334,817 Units.  Meadowstar may be deemed to be
the beneficial owner of those Units; however, Meadowstar
disclaims such beneficial ownership.

SIGNATURE
---------

After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information set forth
in this statement is true, complete and correct.

Dated:    March 19, 1992

MEADOWSTAR HOLDING COMPANY, INC.
UNICORN ASSOCIATES CORPORATION
ACF INDUSTRIES INCORPORATED
ICAHN HOLDING CORPORATION

/s/ Carl C. Icahn              
---------------------------------
all by Carl C. Icahn

/s/ Carl C. Icahn              
--------------------------------
Carl C. Icahn

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)

AMERICAN REAL ESTATE PARTNERS, L.P.              
- ---------------------------------------------------------------------
(Name of Issuer)

DEPOSITARY UNITS REPRESENTING LIMITED PARTNER INTERESTS    
- ---------------------------------------------------------------------
(Title of Class of Securities)

02169 10 9
----------

(CUSIP NUMBER)

Craig S. Medwick, Esq.
Rogers & Wells
200 Park Avenue
New York, New York  10166
Tel. No.:  (212) 878-8000
- --------------------------------------------------------------------  
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)

March 18, 1993                     
- --------------------------------------------------------------------    
(Date of Event which requires Filing of this Statement)

If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box /_/

Check the following box if a fee is being paid with the
statement /_/

The Schedule 13D filed with the Securities and
Exchange Commission on September 24, 1990 by Meadowstar Holding
Company, Inc. ("Meadowstar"), a Delaware corporation, Carl C.
Icahn, Unicorn Associates Corporation, a New York corporation,
ACF Industries Incorporated, a New Jersey corporation, Icahn
Capital Corporation, a Delaware corporation, and Icahn Holding
Corporation, a Delaware corporation (collectively, the "Icahn
Group"), as amended by Amendment No. 1 dated November 16, 1990,
Amendment No. 2 dated March 19, 1992 is further amended to
furnish the additional information set forth below:

Item 4.   Purpose of Transaction
----------------------
The following is added to amend Item 4:

On March 18, 1993, the Board of Directors of the
General Partner announced a quarterly distribution of $0.125 per
Unit for the fiscal quarter ending March 31, 1993. Reference is
made to the press release, dated March 19, 1993, annexed hereto
as Exhibit A, for information regarding the announcement.

Item 5.   Interests in Securities of the Issuer
-------------------------------------
The following is added to amend Item 5:

The number of Units owned of record by Nominee has
been reduced to 195,823 Units.  Meadowstar may be deemed to be
the beneficial owner of those Units; however, Meadowstar
disclaims such beneficial ownership.

SIGNATURE
---------

After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information set forth
in this statement is true, complete and correct.

Dated:    March 18, 1993

MEADOWSTAR HOLDING COMPANY, INC.
UNICORN ASSOCIATES CORPORATION
ACF INDUSTRIES INCORPORATED
ICAHN HOLDING CORPORATION
ICAHN CAPITAL CORPORATION

/s/ Carl C. Icahn              
-------------------------------
all by Carl C. Icahn

/s/ Carl C. Icahn              
-------------------------------
Carl C. Icahn

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)

AMERICAN REAL ESTATE PARTNERS, L.P.              
- ------------------------------------------------------------------
(Name of Issuer)

DEPOSITARY UNITS REPRESENTING LIMITED PARTNER INTERESTS    
- ------------------------------------------------------------------
(Title of Class of Securities)

02169 10 9
----------

(CUSIP NUMBER)

Craig S. Medwick, Esq.
Rogers & Wells
200 Park Avenue
New York, New York  10166
Tel. No.:  (212) 878-8000
- ------------------------------------------------------------------
(Name, Address and Telephone Number
of Person Authorized to Receive Notices and Communications)

May 6, 1993                          
- ------------------------------------------------------------------
(Date of Event which requires Filing of this Statement)

If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box /_/

Check the following box if a fee is being paid with the
statement /_/

The Schedule 13D filed with the Securities and
Exchange Commission on September 24, 1990 by Meadowstar Holding
Company, Inc. ("Meadowstar"), a Delaware corporation, Carl C.
Icahn, Unicorn Associates Corporation, a New York corporation,
ACF Industries Incorporated, a New Jersey corporation, Icahn
Capital Corporation, a Delaware corporation, and Icahn Holding
Corporation, a Delaware corporation (collectively, the "Icahn
Group"), as amended by Amendment No. 1 dated November 16, 1990,
Amendment No. 2 dated March 19, 1992 and Amendment No. 3 dated
March 18, 1993 is further amended to furnish the additional
information set forth below:

Item 5.   Interests in Securities of the Issuer
-------------------------------------
The following is added to amend Item 5:

Effective May 6, 1993, all of the outstanding shares
of American Property Investors, Inc. ("API"), the sole general
partner of the Issuer, were transferred from Meadowstar to Carl
C. Icahn, the sole shareholder of Meadowstar.  As a result of
such transfer Meadowstar will no longer be deemed to own
beneficially (as that term is defined in Rule 13d-3 under the
Act) the 1,254,800 Units owned by API.  

SIGNATURE
---------

After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information set forth
in this statement is true, complete and correct.

Dated:    May 13, 1993

MEADOWSTAR HOLDING COMPANY, INC.
UNICORN ASSOCIATES CORPORATION
ACF INDUSTRIES INCORPORATED
ICAHN HOLDING CORPORATION
ICAHN CAPITAL CORPORATION

/s/ Carl C. Icahn              
------------------------------
all by Carl C. Icahn

/s/ Carl C. Icahn             
------------------------------ 
Carl C. Icahn