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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

APRIL 2, 2001
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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
--------                    ------                        ----------

(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)

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(Former Name or Former Address, if Changed Since Last Report)

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ITEM 5.         OTHER EVENTS.

On April 2, 2001, the Registrant announced 2000 fourth quarter and full
year financial results and that no distributions are expected to be made
during 2001. Reference is made to the press release, dated April 2,
2001, annexed hereto as Exhibit 21, for information regarding the
announcement.

ITEM 7.         EXHIBITS.

Exhibit No.                  Description of Document

21                      Press Release, dated April 2, 2001.

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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
Chief Financial Officer, Secretary and Treasurer

Date: April 2, 2001

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EXHIBIT INDEX

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

21               Press Release, dated April 2, 2001.                    4

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EXHIBIT 21

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

FOR IMMEDIATE RELEASE

AMERICAN REAL ESTATE PARTNERS, L.P.
REPORTS FULL YEAR AND FOURTH QUARTER RESULTS
AND THAT NO DISTRIBUTIONS ARE EXPECTED TO BE MADE IN 2001

MOUNT KISCO, NEW YORK, APRIL 2, 2001 - American Real Estate Partners, L.P.
("AREP") (NYSE:ACP) today reported the following full year and fourth quarter
financial results:

For the calendar year 2000, diluted earnings per weighted average limited
partnership unit outstanding decreased from $1.67 in 1999 to $1.29 in 2000. Net
gain from property and securities transactions per weighted average limited
partnership unit outstanding was $.15 in 2000 compared to $.71 in 1999 primarily
due to the 1999 non-recurring gain on the sale of RJR stock. Diluted earnings
before property and securities transactions per weighted average limited
partnership unit outstanding increased from $.96 in 1999 to $1.14 in 2000.

Earnings for the calendar year 2000 decreased by $32,579,000 as compared to
earnings for calendar year 1999 primarily due to the 1999 non-recurring gain on
the sale of RJR stock and decreased gain on the sales of real estate partially
offset by the gain on sale of limited partnership interests.

For the fourth quarter of 2000 diluted earnings per weighted average limited
partnership unit outstanding increased from $.34 in 1999 to $.38 in 2000. Net
gain from property and securities transactions per weighted average limited
partnership unit outstanding was $.12 in the fourth quarter of 2000 compared to
$.10 in 1999. Diluted earnings before property and securities transactions per
weighted average limited partnership unit outstanding increased from $.24 in the
fourth quarter of 1999 to $.26 in 2000.

AREP also announced that no distributions are expected to be made in 2001. In
making its announcement, AREP noted it plans to continue to apply available cash
flow toward its operations,

CONTINUED.......

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APRIL 2, 2001

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

repayment of maturing indebtedness, tenant requirements and other capital
expenditures and for Partnership contingencies and reserves, including
environmental matters and scheduled lease expirations. By the end of the year
2003, net leases representing approximately 14% of AREP's net annual rentals
from its portfolio will be due for renewal, and by the end of the year 2005,
approximately 32% of such rentals will be due for renewal. AREP believes that it
should continue to hold and invest, rather than distribute, cash. No
distributions were made to Unitholders during 2000.

AREP further stated it continues to believe that excess cash should be used to
enhance long-term Unitholder value through the improvement of its existing
assets, the support of AREP's debt and property obligations, and selected
investment in assets and companies with assets undervalued by the market as
appropriate opportunities arise. AREP believes it should continue to diversify
its portfolio and that in the real estate area it should seek to make
acquisitions of land for development and land development companies, and other
real estate operating companies which may have significant assets under
development, as well as non-performing loans.

AREP has made investments in assets related to the gaming industry and will
consider additional investment opportunities in the gaming and entertainment
industries. As previously disclosed, AREP, the General Partner and the directors
and officers of the General Partner are currently in the process of pursuing
gaming applications to obtain licenses from the New Jersey Casino Control
Commission. Upon approval by the Commission, AREP will repurchase its interest
in the Sands Hotel and Casino located in Atlantic City, New Jersey for
approximately $70 million from affiliates of the General Partner.

AREP has also agreed to a going private transaction for Stratosphere Tower,
Casino and Hotel located in Las Vegas, Nevada. Pursuant to the proposal AREP
will purchase all the remaining interests in Stratosphere that it does not
currently own for approximately $44 million. Presently, AREP owns approximately
51% of Stratosphere. In addition, AREP has provided financing to Stratosphere
for expansion of its hotel and related amenities. AREP has agreed to lend up to
$100 million to Stratosphere, 

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approximately $50 million of which has been funded.

CONTINUED.........

APRIL 2, 2001

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

Investments by AREP in non-real estate related assets may include debt or equity
securities of companies which may be undergoing recapitalization. These types of
investments, both real estate and non-real estate related, may involve debt
restructuring, capital expenditures and active asset management, and by their
nature may not be readily financeable and may not generate immediate positive
cash flow. As such, they require AREP to maintain a strong capital base both to
react quickly to these market opportunities as well as to allow AREP to rework
the assets to enhance their turnaround performance. AREP's investment strategy
continues to include the reinvestment of capital transaction proceeds and
refinancing proceeds.

As previously reported, during the first quarter of 2000, AREP acquired the
assets of Bayswater Realty and Capital Corp. from affiliates of the General
Partner, and also acquired an additional 2% interest in the Stratosphere Corp.,
providing AREP with an aggregate interest of approximately 51% in Stratosphere
Corp. As a result, these companies have been consolidated in the financial
statements of AREP and prior year financial statements have been restated.

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

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CONTINUED.....     *****TABLES FOLLOW******

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AMERICAN REAL ESTATE PARTNERS, L.P.
REPORTS FULL YEAR AND FOURTH QUARTER RESULTS
AND THAT NO DISTRIBUTIONS ARE EXPECTED TO BE MADE IN 2001

IN THOUSANDS OF DOLLARS EXCEPT PER SHARE DATA

YEAR ENDED DECEMBER 31,                                   2000                   1999
-----------------------                                   ----                   ----
(RESTATED)

Revenues                                              $    314,980           $     295,004
==========               ==========

Earnings before property and
securities transactions                               $     66,277           $      67,114

Provision for loss on real estate                           (1,351)                 (1,946)

Gain on sales and disposition
of real estate                                               6,763                  13,971

Gain on sale of limited partnership
interests                                                    3,461                   -

Gain on sale of marketable equity
securities                                                     -                    28,590
----------               ----------
Net earnings                                    $     75,150          $      107,729
==========               ==========
Net earnings per L.P. unit:

Basic:
Earnings before property and
securities transactions                       $       1.30           $        1.09
Net gain from property and
securities transactions                                .18                     .86
----------               ----------
Net earnings                                    $       1.48           $        1.95
==========               ==========

Weighted average units outstanding                      46,098,284              46,098,284
==========               ==========
Diluted:
Earnings before property and
securities transactions                       $       1.14           $         .96
Net gain from property and
securities transactions                                .15                     .71
----------               ----------
Net earnings                                    $       1.29          $         1.67
==========               ==========

Weighted average units and equivalent
units outstanding                                   56,157,079               56,078,394
==========               ==========

CONTINUED..............

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

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AND THAT NO DISTRIBUTIONS ARE EXPECTED TO BE MADE IN 2001

IN THOUSANDS OF DOLLARS EXCEPT PER SHARE DATA

FOURTH QUARTER ENDED DECEMBER 31,                        2000                    1999
----------------------------------                       ----                    ----
(UNAUDITED)                                                                   (RESTATED)

Revenues                                              $     78,694            $     69,158
=========               =========
Earnings before property and
securities transactions                                     14,475                  16,579

Provision for loss on real estate                             (860)                   (582)

Gain on sales and disposition
of real estate                                               4,300                   6,214

Gain on sale of limited partnership
interests                                                    3,461                     -
---------               ---------

Net earnings                                     $     21,376            $     22,211
=========               =========

Net earnings per L.P. unit:

Basic:
Earnings before property and
securities transactions                          $        .30            $        .28
Net gain from property and
securities transactions                                   .14                     .12
---------              ----------
Net earnings                                       $        .44            $        .40
=========               =========
Weighted average units
outstanding                                            46,098,284              46,098,284
==========              ==========
Diluted:
Earnings before property and
securities transactions                          $        .26            $        .24
Net gain from property and
securities transactions                                   .12                     .10
---------                --------

Net earnings                                          $        .38            $        .34
---------                --------

Weighted average units and
equivalent units outstanding                        55,885,220         56,818,325
==========         ==========

(pr&P:earn3-01)

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