EXHIBIT 3.9

                                AMENDMENT NO. 2
                                       TO
             AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                     OF AMERICAN REAL ESTATE HOLDINGS, L.P.
                        (A DELAWARE LIMITED PARTNERSHIP)

    Amendment No. 2 (the, 'Amendment') dated June 14, 2002 to the Amended and
Restated Agreement of Limited Partnership (the 'Partnership Agreement') of
American Real Estate Holdings, L.P. (the 'Partnership'), dated as of August 16,
1996, by and among American Property Investors, Inc., a Delaware corporation, as
general partner (the 'General Partner'), American Real Estate Partners, L.P., as
limited partner ('AREP') and all other persons and entities who are or shall in
the future become limited partners (the 'Limited Partners') of the Partnership.
Except as otherwise indicated, all capitalized terms used herein have the
meaning ascribed to such terms in the Partnership Agreement.

                                    WITNESSETH:

    WHEREAS, the Partnership desires to amend the Partnership Agreement to
include the applicability of the New Jersey Casino Control Act;

    NOW, THEREFORE, the parties hereby agree as follows:

    1. The Partnership Agreement is hereby amended to add the following
Section 16.16;

        '14.15. New Jersey Casino Control Act

           a. This Agreement will be deemed to include all provisions required
       by the New Jersey Casino Control Act and the regulations thereunder and
       to the extent that anything contained in this Agreement is inconsistent
       with the Casino Control Act, the provisions of the Casino Control Act
       shall govern. All provisions of the Casino Control Act, to the extent
       required by law, to be included in this Agreement, or incorporated herein
       by references are fully restated in this Agreement.

           b. If the continued holding of a Partnership Interest by any Partner
       will disqualify the Partnership to continue as the owner and operator of
       a casino license in the State of New Jersey under the provisions of the
       Casino Control Act, such Partner shall enter into such escrow, trust of
       similar arrangement as may be required by the New Jersey Commission under
       the circumstances. It is the intent of this Section to set forth
       procedures to permit the Partnership to continue, on an uninterrupted
       basis, as the owner and operator of a casino license under the provisions
       of the Casino Control Act.

           c. (i) All transfer (as defined by the Casino Control Act) of
       securities (as defined by the Casino Control Act) or other interest in
       the Partnership shall be subject to the right of prior approval by the
       Commission; and (ii) the Partnership shall have the absolute right to
       repurchase at the market price or purchase price, which ever is the
       lesser, any security, share or other interest in the Partnership in the
       event that the Commission disapproves a transfer in accordance with the
       provisions of the Casino Control Act.'

        2. Except as expressly amended hereby, all other provisions of the
    Partnership Agreement shall continue in full force and effect.

        3. This Amendment shall become effective as of the date hereof upon its
    execution by all parties hereto.
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    IN WITNESS WHEREOF, the undersigned have evidenced their adoption and
ratification of the foregoing Amendment to the Partnership Agreement and have
duly executed this Amendment or have caused this Amendment to be duly executed
on their behalf, as of the 14th day of June, 2002.

                                          General Partner
                                          AMERICAN PROPERTY INVESTORS INC.

                                          By:       /s/ JOHN P. SALDARELLI
                                              ..................................
                                             Name: John P. Saldarelli
                                             Title:  Vice President

                                          Limited Partners
                                          AMERICAN REAL ESTATE PARTNERS, L.P.

                                          By: AMERICAN PROPERTY INVESTORS, INC.,
                                              General Partner

                                          By:       /s/ JOHN P. SALDARELLI
                                              ..................................
                                             Name: John P. Saldarelli
                                             Title:  Vice President

  [Signature Page to Amendment No. 2 of the Amended and Restated Agreement of
          Limited Partnership of American Real Estate Holdings, L.P.]

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