ICAHN ENTERPRISES L.P. — Director's Dealing 2007

Aug 9, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN REAL ESTATE PARTNERS L P (ACP)
CIK: 0000813762
Period of Report: 2007-08-08

Reporting Person: ICAHN CARL C ET AL (Director, 10% Owner, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-08-08	Depository Units	J	8632679	—	Acquired	64288061	Indirect

Footnotes

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

F2: On August 8, 2007, AREP purchased from Icahn Management LP, CCI Onshore Corp. and CCI Offshore Corp. the
general partnership interests in the management company and general partners (the "Fund Management Entities") of
certain private investment funds managed by affiliates of Carl C. Icahn in exchange for, among other things, 8,632,679
Depository Units. Each of Icahn Management LP, CCI Onshore Corp. and CCI Offshore Corp. is indirectly wholly-owned
by Mr. Icahn. In addition, Icahn Management LP, CCI Onshore Corp. and CCI Offshore Corp. will be entitled to receive
certain contingent earn-out payments to be made in additional Depository Units over a five-year period based on AREP's
achieving specified net after-tax earnings from the Fund Management Entities. The right to receive Depository Units
pursuant to such earn-out right became fixed and irrevocable on August 8, 2007.