ICAHN ENTERPRISES L.P. — Director's Dealing 2005

Jul 1, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN REAL ESTATE PARTNERS L P (ACP)
CIK: 0000813762
Period of Report: 2005-06-29

Reporting Person: Meister Keith (CEO of General Partner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-06-29	Option to Buy Depositary Units	$35.00	A	0	Disposed		Depositary Unit (700000)	Direct

Footnotes

F1: Depositary Units representing limited partner interests in American Real Estate Partners, L.P. ("AREP")

F2: This option is a right to buy 700,000 Depositary Units which vests as follows: The option to purchase 100,000 depositary units vests each anniversary from the Grant Date (June 29, 2005) for a period of 7 years. Options become exercisable as they vest.

F3: The Options will expire at 5:00p.m. Eastern Time on the last business day preceding the seventh anniversary of the Grant Date except that the Options to purchase the 100,000 Units that vest on the seventh anniversary of the Grant Date will expire at 5:00 p.m. Eastern Time on the last business day preceding the eighth anniversary of the Grant Date.