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                                                                    EXHIBIT 31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

                                  PURSUANT TO
                SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002

     I, John P. Saldarelli, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of American Real
Estate Partners, L.P. for the period ended March 31, 2004, (the "Report");

     2. Based on my knowledge, this Report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this Report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this Report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Registrant as
of, and for, the periods presented in this Report;

     4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and we have:

          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) evaluated the effectiveness of the Registrant's disclosure controls
     and procedures and presented in this 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;

          c) disclosed in this Report any changes 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.

     5. The Registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
Registrant's auditors and the audit committee of Registrant's board of directors
(or persons performing the equivalent functions):

          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.

Date: May 10, 2004