SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 8-K

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

March 16, 1995
Date of Report (Date of earliest event reported)

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

Delaware
(State of Organization)

1-9516
(Commission File Number)

13-3398766
(IRS Employer Identification Number)  

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

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

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

Item 5. Other Events.

On March 16, 1995, American Real Estate Partners, L.P. (the
"Company") released its earnings for the fourth quarter and fiscal
year ended December 31, 1994.  It also announced that no
distribution would be made for the fiscal quarter ending
March 31, 1995.  Reference is made to the press releases each dated
March 16, 1995, annexed hereto as Exhibits 20 and 21, for further
information regarding these two announcements.

Item 7. Exhibits.

Exhibit No.                      Description of Document
-----------    -----------------------------------------------------------

20        Press Release, dated March 16, 1995, regarding earnings.

21        Press Release, dated March 16, 1995, regarding distributions.

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.

By:  American Property Investors, Inc.
General Partner

By:   /s/John P. Saldarelli
----------------------------------
John P. Saldarelli
Secretary and Treasurer

Date:  March 16, 1995

EXHIBIT INDEX

Exhibit Number                Description                    Page No.
--------------     ------------------------------------      --------

20            Press Release, dated March 16, 1995,         5
regarding earnings.

21            Press Release, dated March 16, 1995,         7
regarding distributions.

EXHIBIT 20
- ----------
[LETTERHEAD OF AMERICAN REAL ESTATE PARTNERS, L.P.]

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

FOR IMMEDIATE RELEASE

AMERICAN REAL ESTATE PARTNERS, L.P.
REPORTS FOURTH QUARTER AND FULL YEAR RESULTS

Mount Kisco, New York, March 16, 1995 -- American Real Estate
Partners, L.P. (NYSE:ACP) today reported the following fourth
quarter and full year financial results:

Fourth quarter ended December 31,            1994         1993
--------------------------------             ----         ----
(unaudited)
Revenues                               $15,701,545    $15,076,434
==========     ==========
Earnings before property
transactions                         $ 4,905,528    $ 4,318,755

Gain on sales and
disposition of real estate               336,101         20,725

Provision for loss on
real estate                             (195,000)       (84,000)
----------     ----------
Net earnings                 $ 5,046,629    $ 4,255,480
=========      =========

Net earnings per L.P. unit:

Earnings before property
transactions                           $.35            $.30

Net gains from property
transactions                           $.01              -
----            ----

Net earnings                        $.36            $.30
====            ====

Weighed Average Units
Outstanding                           13,812,800      13,829,076
==========      ==========

Year ended December 31,
-----------------------

Revenues                               $61,550,726     $60,156,799
==========      ==========
Earnings before property
transactions                         $19,576,699     $18,378,771

Gain on sales and
disposition of real estate             4,173,865       4,759,983

Provision for loss on
real estate                             (582,000)       (462,000)
----------      ----------
Net earnings                        $23,168,564     $22,676,754
==========      ==========
Net earnings per L.P. unit:

Earnings before property
transactions                           $1.39           $1.30

Net gains from property
transactions                             .25             .30
----            ----

Net earnings                         $1.64           $1.60
====            ====

Weighted Average Units
Outstanding                          13,812,800      13,889,667
==========      ==========

***Text Follows***

AMERICAN REAL ESTATE PARTNERS, L.P
March 16, 1995

Earnings Release Text

The Company announced for the fourth quarter of 1994 that revenues
and expenses increased by 4.1% and .4%, respectively, resulting in
an increase in earnings before property transactions of 13.6% as
compared to the fourth quarter of 1993.  The increases in revenues
and earnings before property transactions were primarily due to
increases in revenues and operating income from the hotels and the
new operating properties acquired in 1993 as well as a decrease in
interest expense due to certain loan refinancings and the repayment
of maturing balloon debt obligations including the senior unsecured
debt.

Net earnings for the fourth quarter of 1994 increased by
approximately $791,000, or 18.6%, due primarily to an increase in
earnings before property transactions of approximately $587,000 and
an increase in gain on sales of real estate of approximately
$315,000 offset by an increase in the provision for loss on real
estate of $111,000 as compared to the fourth quarter of 1993.

For the year ended December 31, 1994, revenues and expenses
increased by 2.3% and .5% respectively, resulting in an increase in
earnings before property transactions of 6.5%.  The increases in
revenues and earnings before property transactions were primarily
due to increases in revenues and operating income from the hotels
and the new operating properties acquired in 1993 as well as a
decrease in interest expense due to certain loan refinancings and
the repayment of maturing balloon debt obligations including the
senior unsecured debt.

Net earnings for the year ended December 31, 1994 increased by
approximately $492,000, or 2.2%, due to an increase of
approximately $1,198,000 in earnings before property transactions
offset by a decrease in gain on sales of real estate of
approximately $586,000 and an increase in provision for loss on
real estate of $120,000 as compared to the year ended December 31,
1993.

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.

EXHIBIT 21
- ----------

[LETTERHEAD OF AMERICAN REAL ESTATE PARTNERS, L.P.]

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

FOR IMMEDIATE RELEASE

AMERICAN REAL ESTATE PARTNERS, L.P. ANNOUNCES 1994 FOURTH QUARTER
AND YEAR-END EARNINGS AND THAT NO DISTRIBUTION WILL BE MADE IN THE
FIRST QUARTER OF 1995.

MT.  KISCO, NEW YORK -- March 16, 1995 -- American Real Estate
Partners, L.P. (NYSE:ACP) ("AREP") today announced that a quarterly
distribution for the fiscal quarter ending March 31, 1995 would not
be made.  In making its announcement, AREP noted that consistent
with previously announced estimates, net operating cash flow in
1994 was only break-even, after payment of approximately $26
million of periodic principal payments and maturing debt
obligations, capital expenditures of approximately $2.4 million and
the creation of additional cash reserves of approximately $3
million.

Looking at AREP's cash needs for the near term, AREP noted that
cash reserves have been set aside for its scheduled $11.3 million
principal payment due in May 1995 to its senior unsecured lender
and for repayment of approximately $3.6 million of balloon
mortgages coming due by May, 1995.

AREP also announced that its 1994 fourth quarter and year-end net
earnings were $5,046,629 and $23,168,564, respectively.  The
comparable numbers for the 1993 fourth quarter and year-end were
$4,255,480 and $22,676,754, respectively.  The 1994 net earnings
include net gains from property transactions of  $3,591,865, as
compared to $4,297,983 for 1993.  Based on the foregoing, 1994
year-end net earnings per limited partner Depositary Unit (without
giving effect to AREP's ongoing Rights Offering) was $1.64,
including approximately $.25 per Unit representing net gains from
property transactions, compared with $1.60 for 1993, including
approximately $.30 per Unit representing net gains from property
transactions.

A more detailed discussion of 1994 fourth quarter and year-end
earnings follows.

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.