WASHINGTON, D.C. 20549


                                    FORM 8-K

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

                                  April 1, 2004
                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
         (Address of Registrant's Principal Executive Office (Zip Code)

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

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


     On April 1, 2004,  American  Real Estate  Partners,  L.P.  (the  "Company")
received  a  letter  from  KPMG LLP  ("KPMG")  stating  that the  client-auditor
relationship between the Company and KPMG has ceased.

     None of KPMG's reports on the Company's  consolidated  financial statements
for the past two years  contained an adverse opinion or a disclaimer of opinion,
nor was any such report qualified or modified as to uncertainty, audit scope, or
accounting principles.

     The audit  committee  (the "Audit  Committee") of the Board of Directors of
the Company's  general partner,  American  Property  Investors,  Inc., is in the
process of considering prospective replacement auditors.

     During the two most recent  fiscal years and the interim  period  preceding
receipt  of KPMG's  letter,  there  were no (i)  disagreements  with KMPG on any
matter of accounting principles or practices, financial statement disclosure, or
auditing  scope  or  procedure,  which  disagreements,  if not  resolved  to the
satisfaction  of KPMG,  would have  caused it to make  reference  to the subject
matter of the  disagreements  in connection with its report or (ii)  "reportable
events" as such term is used in Item  304(a)(1)(v)  of Regulation  S-K under the
Securities Exchange Act of 1934.

     The Company has  provided  KPMG with a copy of the  foregoing  disclosures.
Attached as Exhibit 16 to this Form 8-K is a copy of KPMG's letter,  dated April
6, 2004.


         (c)  Exhibits.

         16.  Letter from KPMG dated April 6, 2004 in accordance with Item
              304(a)(3) of Regulation S-K.


     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/ Martin Hirsch
                             Executive Vice President

Dated:  April 6, 2004

                                                                    Exhibit 16

April 6, 2004

Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen:

     We were previously principal accountants for American Real Estate Partners,
L.P.  (the  Company)  and,  under the date of March 12, 2004, we reported on the
consolidated  financial  statements  of the Company as of December  31, 2003 and
2002,  and for each of the years in the  three-year  period  ended  December 31,
2003.  On April 1, 2004,  we advised the  Company  that we declined to stand for
reelection.  We have read the Company's  statements included under Item 4 of its
Form 8-K dated April 6, 2004, and we agree with such statements,  except that we
are not in a position to agree or disagree with the Company's statement that the
Board of Directors is in the process of considering replacement auditors.

Very truly yours,