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EXHIBIT 31.2


CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER














| |                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and procedures, or
    caused such disclosure controls and procedures to be designed
    under our supervision, to ensure that material information
    relating to the Registrant, including its consolidated
    subsidiaries, is made known to us by others within those
    entities, particularly during the period in which this Report is
    being prepared;     
|
| | b) designed such internal control over financial reporting,
    or caused such internal control over financial reporting to be
    designed under our supervision, to provide reasonable assurance
    regarding the reliability of financial reporting and the
    preparation of financial statements for external purposes in
    accordance with generally accepted accounting principles;                
|
| | c) evaluated the effectiveness of the Registrants
    disclosure controls and procedures and presented in the Report
    our conclusions about the effectiveness of the disclosure
    controls and procedures as of the end of the period covered by
    this report based on such evaluation; and                                                                                                          
|
| | d) disclosed in this Report any change in the
    Registrants internal control over financial reporting that
    occurred during the Registrants most recent fiscal quarter
    (the Registrants fourth fiscal quarter in the case of an
    annual report) that has materially affected, or is reasonably
    likely to materially affect, the Registrants internal
    control over financial reporting.





| |                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies and material weaknesses in
    the design or operation of internal control over financial
    reporting which are reasonably likely to adversely affect the
    Registrants ability to record, process, summarize and
    report financial information; and
|
| | b) any fraud, whether or not material, that involves
    management or other employees who have a significant role in the
    Registrants internal control over financial reporting.                                                                                                       



| |                                         
| | ----------------------------------------
| | /s/John
    P. Saldarelli               
| | John P. Saldarelli                      
| | Treasurer and Chief Financial Officer of
| | American Property Investors, Inc.,      
| | the General Partner of                  
| | American Real Estate Partners, L.P.     



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