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

                                 OCTOBER 2, 2003
                            ------------------------
                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
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              (Registrant's telephone number, including area code)

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







ITEM 5.  OTHER EVENTS.

     On October 2, 2003, the Company issued a press release,  a copy of which is
filed as Exhibit 99.6.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c) Exhibits.

EXHIBIT NO.    DESCRIPTION
99.6     Press Release of American Real Estate Partners, L.P., announcing
acquisition of certain securities of National Energy Group, Inc., dated October
2, 2003.

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

Dated:  October 2, 2003




                                                                   Exhibit 99.6



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

                              FOR IMMEDIATE RELEASE

                       AMERICAN REAL ESTATE PARTNERS, L.P.
           ACQUIRES CERTAIN SECURITIES OF NATIONAL ENERGY GROUP, INC.


Mount Kisco,  New York,  October 2, 2003 - American  Real Estate  Partners,
L.P., (NYSE:  ACP) ("AREP"),  announced today that American Real Estate Holdings
Limited Partnership  ("AREH"),  a subsidiary of AREP, has acquired from entities
affiliated with Carl C. Icahn, $148,637,000 in aggregate principal amount of the
outstanding  10 3/4% Senior Notes due 2006 of National  Energy Group,  Inc. (the
"Debt") and 5,584,044 shares of the common stock of National Energy Group,  Inc.
for aggregate  consideration  of  $148,084,689.50,  plus accrued interest on the
Debt,  pursuant to that certain Stock, Debt and LLC Interest Purchase  Agreement
dated as of May 16, 2003.  Mr. Icahn is Chairman of the Board of AREP's  General
Partner,  American  Property  Investors,  Inc.  As a  result  of  the  foregoing
transaction  and the  acquisition  by AREH of  additional  equity  securities of
National  Energy  Group,  Inc.  prior to the closing of such  transaction,  AREP
beneficially owns in excess of 50% of the issued and outstanding Common Stock of
National Energy Group, Inc.

National Energy Group, Inc. owns an interest in entities primarily involved
in owning and  operating of oil and gas  properties  and manages the oil and gas
operations of such entities.

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