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

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 19)*

American Real Estate Partners, L.P.
(Name of Issuer)

Depositary Units Representing Limited Partner Interests
(Title of Class of Securities)

029169 10 9
(CUSIP Number)

Marc Weitzen, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, 20th Floor
New York, New York 10036
(212) 626-0800

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

November 16, 1998
(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).

NOTE: Six copies of this statement, including all exhibits, should be filed
with the  Commission.  See Rule 13d-1(a) for other parties to whom copies are to
be sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

SCHEDULE 13D

CUSIP No. 029169 10 9

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

High Coast Limited Partnership

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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7        SOLE VOTING POWER
31,515,044

8        SHARED VOTING POWER
0

9        SOLE DISPOSITIVE POWER
31,515,044

10       SHARED DISPOSITIVE POWER
0

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,515,044

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

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.4%

14       TYPE OF REPORTING PERSON*
PN

SCHEDULE 13D

CUSIP No. 029169 10 9

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

Beckton Corp.

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 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7        SOLE VOTING POWER
0

8        SHARED VOTING POWER
31,515,044

9        SOLE DISPOSITIVE POWER
0

10       SHARED DISPOSITIVE POWER
31,515,044

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,515,044

12       CHECK BOX IF THE AGGREGATE  AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/x/ Excludes all depositary units owned of record by API Nominee Corp.

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.4%

14       TYPE OF REPORTING PERSON*
CO

SCHEDULE 13D

CUSIP No. 029169 10 9

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*
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
United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7        SOLE VOTING POWER
0

8        SHARED VOTING POWER
31,515,044

9        SOLE DISPOSITIVE POWER
0

10       SHARED DISPOSITIVE POWER
31,515,044

11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,515,044

12                CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* /x/ Excludes all  depositary  units owned of record by
API Nominee Corp.

13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.4%

14       TYPE OF REPORTING PERSON*
IN

SCHEDULE 13D - Amendment No. 19

The Schedule  13D filed with the U.S.  Securities  and Exchange  Commission
("SEC") on September 24, 1990 by Meadowstar  Holding  Company,  Inc., a Delaware
Corporation,  Carl C. Icahn, a citizen of the United States of America,  Unicorn
Associates  Corporation,  a New York  corporation  ("Unicorn"),  ACF Industries,
Incorporated,  a New Jersey corporation ("ACF"),  Icahn Capital  Corporation,  a
Delaware  corporation  and Icahn  Holding  Corporation,  a Delaware  corporation
("IHC"),  as amended by Amendment No. 1, dated November 16, 1990,  Amendment No.
2, dated March 19, 1992, Amendment No. 3, dated March 18, 1993, Amendment No. 4,
dated May 13,  1993,  Amendment  No. 5, dated March 24, 1994,  Amendment  No. 6,
dated July 28,  1994,  Amendment  No. 7, dated July 29, 1994,  Amendment  No. 8,
dated April 13, 1994,  Amendment No. 9, dated August 30, 1995, Amendment No. 10,
dated  September 14, 1995,  Amendment No. 11, dated January 19, 1996,  Amendment
No. 12, dated January 22, 1996, Amendment No. 13, dated March 8, 1996, Amendment
No.  14,  dated  June 21,  1996,  Amendment  No. 15 dated  September  18,  1996,
Amendment No. 16, dated  January 2, 1997,  Amendment No. 17, dated July 23, 1997
and Amendment No. 18, dated September 25, 1997 is further amended to furnish the
additional  information set forth herein. All capitalized terms contained herein
but not otherwise  defined shall have the meanings ascribed to such terms in the
Registrants' prior statements on Schedule 13D.

Item 2.  Identity and Background

Item 2 is hereby amended as to the following:

Beckton Corp.  ("Beckton") is a newly-formed  Delaware corporation which is
wholly-owned  by Carl C. Icahn.  Beckton became the parent of American  Property
Investors,  Inc. ("API") when Mr. Icahn  contributed all of the shares of common
stock of API to Beckton in consideration  for additional  shares of common stock
of Beckton.  On November  16,  1998,  API  distributed  its general  partnership
interest in High Coast Limited  Partnership (the  "Distribution")  to its parent
Beckton. As a result of the Distribution, API is no longer a member of the group
of filing  persons  required  to file this  schedule.  Beckton,  as the  general
partner of High Coast Limited  Partnership ("High Coast"),  is primarily engaged
in the business of conducting the business of High Coast. The principal  address
and the address of the  principal  office of Beckton is 100 South  Bedford Road,
Mt. Kisco, New York 10549. The name, present principal  occupation or employment
and business  address of each director and  executive  officer of Beckton is set
forth on Schedule A attached hereto.

Neither  High Coast,  Beckton or Mr.  Icahn nor any  director or  executive
officer of Beckton  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.

Item 4.  Purpose of Transaction

Item 4 is hereby amended to add the following:

On November 16, 1998,  Carl C. Icahn issued a press release stating that he
intends to initiate a tender offer (the "Offer") for up to 10 million depositary
units  representing  limited partner  interests of the Issuer (the "Units") at a
purchase price of $10.50 per Unit, net to the seller in cash. The bidder will be
a newly formed entity  controlled  by Mr. Icahn.  The purpose of the Offer is to
enable Mr.  Icahn to increase  his  interest in the Issuer.  A copy of the press
release is attached as Exhibit 1 hereto.

Item 5.  Interest in Securities of the Issuer

Item 5 is hereby amended to add the following:

Beckton may be deemed to indirectly  beneficially  own the Units which High
Coast beneficially owns. Beckton disclaims beneficial ownership of the Units for
all other purposes.

Registrants may be deemed to  beneficially  own the Units held of record by
API Nominee Corp.  but  Registrants  disclaim  beneficial  ownership of all such
Units.

Item 7.  Material to Be Filed as Exhibits

Exhibit 1. Press Release, dated November 16, 1998.

Exhibit 2.    Joint Filing Agreement, dated November 17, 1998.

SCHEDULE A

Carl C. Icahn.  Mr. Icahn is the Chairman of the Board and sole director of
Beckton Corp.  Mr. Icahn has been Chairman of the Board of Directors of American
Property  Investors,  Inc.  since November 15, 1990. Mr. Icahn is also President
and  a  director  of  Starfire  Holding  Corporation   (formerly  Icahn  Holding
Corporation),  a Delaware  corporation  ("SHC"), and Chairman of the Board and a
director of various of SHC's subsidiaries, including ACF Industries, Inc., a New
Jersey corporation ("ACF"). SHC is primarily engaged in the business of holding,
either directly or through  subsidiaries,  a majority of the common stock of ACF
and its address is 100 South Bedford Road, Mt. Kisco,  New York 10549. Mr. Icahn
has also been  Chairman of the Board of Directors of ACF since  October 29, 1984
and a director of ACF since June 29,  1984.  ACF is a railroad  freight and tank
car leasing,  sales and manufacturing  company. He has also been Chairman of the
Board of Directors and President of Icahn & Company,  Inc.  since 1968.  Icahn &
Company,  Inc.  is a  registered  broker-dealer  and a  member  of the  National
Association  of Securities  Dealers.  In 1979,  Mr. Icahn  acquired  control and
presently  serves as Chairman of the Board of Directors  of  Bayswater  Realty &
Capital  Corp.,  which  is a real  estate  investment  and  development  company
("Bayswater").  ACF,  Icahn &  Company,  Inc.  and  Bayswater  are  deemed to be
directly or indirectly  owned and  controlled by Mr. Icahn.  Mr. Icahn was Chief
Executive  Officer  and a member of the Office of the  Chairman  of Trans  World
Airlines ("TWA") from November 8, 1988 to January 8, 1993; Chairman of the Board
of Directors  of TWA from January 3, 1986 to January 8, 1993;  and a director of
TWA from September 27, 1985 to January 8, 1993.  Mr. Icahn also has  substantial
equity  interests in and controls various  partnerships  and corporations  which
invest in publicly traded securities.  Mr. Icahn's business address is c/o Icahn
& Co., Inc., One Wall Street Court, New York, New York 10005.

Edward E. Mattner. Mr. Mattner is the President, Treasurer and Secretary of
Beckton Corp. Mr. Mattner is a securities trader for various affiliates of Mr.
Icahn.  Mr. Mattner has served in this capacity since May 1976. Mr. Mattner's
business address is c/o Icahn & Co., Inc., One Wall Street Court, New York,
New York 1000

SIGNATURES

After  reasonable  inquiry and to the best of the  knowledge  and belief of
each of the undersigned,  each of the undersigned certifies that the information
set forth in this  statement on Schedule 13D  concerning  the  depositary  units
representing limited partner interests in American Real Estate Partners, L.P., a
Delaware limited partnership, is true, complete and correct.

Dated: November 17, 1998

HIGH COAST LIMITED PARTNERSHIP

By: Beckton Corp.
Its: General Partner

By:     /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President, Treasurer and
Secretary

BECKTON CORP.

By:     /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President, Treasurer and
Secretary

CARL C. ICAHN

/s/ Carl C. Icahn
Carl C. Icahn

AMERICAN PROPERTY INVESTORS, INC.

By:      /s/ Gail Golden
Name: Gail Golden
Title:  Assistant Secretary

[Signature Page for AREP 13D Amendment No. 19]

FOR IMMEDIATE RELEASE

CONTACT:  SUSAN GORDON  702-4309

ICAHN UNIT TO INITIATE TENDER OFFER

MOUNT KISCO,  N.Y.,  NOVEMBER 16, 1998 - Carl C. Icahn  announced  today that he
will  initiate a tender  offer (the  "Offer")  for up to ten million  Depositary
Units of American Real Estate  Partners,  L.P.  (NYSE:ACP),  a Delaware  limited
partnership,  at a purchase price of $10.50 per Unit, net to the seller in cash.
The bidder will be a newly formed entity controlled by Mr. Icahn.

It is  anticipated  that the Offer will commence on or before  November 20,
1998.

The Units sought constitute approximately 21.7% of the outstanding Units of
the  Partnership.
Mr. Icahn currently is the beneficial owner of approximately 68% of the
outstanding Units.

The Offer is not subject to financing.

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended,  the persons named below agree to the joint filing on behalf of each
of them of  statements  on Schedule  13D  (including  amendments  thereto)  with
respect to the tender offer for depositary  units  representing  limited partner
interests in AMERICAN REAL ESTATE  PARTNERS,  L.P.,  and further agree that this
Joint  Filing  Agreement  be  included as an Exhibit to such joint  filings.  In
evidence  thereof,  the undersigned,  being duly authorized,  have executed this
Joint Filing Agreement this 17th day of November, 1998.

HIGH COAST LIMITED PARTNERSHIP

By: Beckton Corp.,
General Partner

By: /S/ EDWARD E. MATTNER
Name: Edward E. Mattner
Title: President

BECKTON CORP.

By: /S/ EDWARD E. MATTNER
Name: Edward E. Mattner
Title: President

/S/ CARL C. ICAHN
CARL C. ICAHN

AMERICAN PROPERTY INVESTORS, INC.

By: /S/ GAIL GOLDEN
Name: Gail Golden
Title: Assistant Secretary