UNITED STATES
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

Date of Report (Date of earliest event reported): May 9, 2007

American Real Estate Partners, L.P.
(Exact name of registrant as specified in its charter)

Delaware
1-9516
13-3398766
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

767 Fifth Avenue, Suite 4700, New York, NY  10153
(Address of Principal Executive Offices)    (Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 702-4300

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Section 2 - Financial Information
 
Item 2.02 Results of Operations and Financial Condition

The following information is being furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.”
 
On May 9, 2007, American Real Estate Partners, L.P. (“AREP”) issued a press release setting forth AREP’s first quarter 2007 financial results. A copy of AREP’s press release is attached as Exhibit 99.1.
 

 
Exhibit Index

 
99.1
Press Release dated May 9, 2007
 

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2
 

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.,
its General Partner
     
  By:   /s/ Andrew R. Skobe
 
Andrew R. Skobe
Chief Financial Officer
American Property Investors, Inc.,
the General Partner of
American Real Estate Partners, L.P.
 
Title 
Date: May 9, 2007