**EXHIBIT 99.1**
**CORPORATE GOVERNANCE GUIDELINES**
1. Application. These Corporate Governance Guidelines (the “Guidelines”)shall apply to the board of directors (the “Board”) of American PropertyInvestors, Inc. (“API”), which is the general partner of American RealEstate Partners, L.P. (“AREP”). a. Chairman of the Board
     A Chairman of the Board will be elected by the Board from among itsmembers to preside at all meetings of the Board. The Board has no policywith respect to the separation of the offices of Chairman and ChiefExecutive Officer.
b. Executive Sessions of Non-Management Directors and Independent Directors   i. The non-management directors will meet at regularly scheduledexecutive sessions without management not less frequently than four timesper year. At least once a year, the non-management directors will meetwith the Chief Executive Officer without the other executive officersbeing present. One director will act as the chairperson of each suchmeeting. The presiding director at each executive session will be theindependent director who serves as Chairman of the Audit Committee.   ii. If the non-management directors include one or more directors whomthe Board determines not to be independent pursuant to the independencerequirements of the New York Stock Exchange relating to directors, theindependent directors will meet at least once a year in an executivesession without management. 2. Board Membership Criteria.
     The Board members are selected based upon the contributions they canmake to AREP and their willingness and ability to make a significant timecommitment to AREP.
3. Term Limits.
     There are no established term limits for service on the Board.
 

 

4. Director Responsibilities.
     The Board will be responsible for the management of the business andaffairs of AREP, in accordance with the terms of the Amended and RestatedAgreement of Limited Partnership of AREP.
5. Number of Meetings; Attendance of Directors at Board Meetings.
     The Board will hold a minimum of four meetings per year. Directorsare expected regularly to attend meetings of the Board and the committeesof which they are members, and to spend the time needed to properlydischarge their responsibilities.
6. Selection of Agenda Items for Board Meeting.
     The Chairman will establish the agenda for each Board meeting.Individual Board members may suggest agenda items.
7. Board Materials Distributed in Advance.
     AREP will distribute materials pertaining to Board and committeemeetings in advance of those meetings. A director is expected to reviewall distributed materials prior to any Board or committee meeting thatsuch director attends.
8. Committees of the Board.
     There are currently two Board committees: the Audit Committee andCompensation Committee. The Board may from time to time establish othercommittees, including standing or special committees, subject to theorganizational documents of API and AREP and the laws and regulationsgoverning API and AREP (“Applicable Law”). The Board may, by resolution,at any time deemed desirable, discontinue any standing or specialcommittee, subject to the requirements of the organizational documents ofAPI and AREP, Applicable Law and stock exchange requirements.
9. Assignment of Committee Members.
     Committee assignments will be made by the Board. Committeeassignments and designation of Committee Chairs should be based on thedirector’s knowledge, interests and areas of expertise.
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10. Frequency of Committee Meetings.
     Each committee will establish its own rules or procedures, whichwill be consistent with the provisions of Applicable Law, theorganizational documents of API and AREP and any resolutions of the Boardgoverning such committee. Each committee will meet as provided by suchrules or procedures and will also meet at the call of its chairman or anytwo members of such committee.
11. Committee Agenda.
     The chairman of each committee will determine the committee’s agendaprior to a meeting, giving consideration to management recommendations.
12. Audit Committee.
     The Audit Committee’s duties and responsibilities will be set forthin the Audit Committee Charter and include all of the responsibilities ofan audit committee under the Securities and Exchange Commission and NewYork Stock Exchange rules, and such other matters as may from time totime be delegated to the Committee by the Board. Each member of theAudit Committee will satisfy the independence requirements of theSecurities and Exchange Commission and the New York Stock Exchangerelating to directors and audit committee members.
13. Compensation Committee.
     The Compensation Committee’s duties and responsibilities will be asdetermined by the full Board.
14. Board Access to Management and Employees.
     Directors will have complete access to management and employees ofAPI and AREP and its controlled subsidiaries; however, independentdirectors are expected to keep the Chief Executive Officer informed ofsuch director’s contacts with management and employees. The Boardencourages the attendance of officers in addition to executive officersat Board meetings when matters within their areas of responsibility arediscussed.
15. Board Access to Independent Advisors.
     Directors will have complete access to AREP’s outside advisors whenand to the extent they deem necessary and appropriate. If appropriate,the Board or any committee may retain independent legal, financial orother advisors.
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16. Director Compensation.
     All directors who are not simultaneously employed by AREP will beproperly compensated and reimbursed for their services as a director.Any employee who is elected a director will not receive any compensation,expense reimbursement or participation in director benefit programs forhis or her services as a director.
     The Board will be responsible for setting director compensation.The Compensation Committee will periodically review the compensation ofdirectors and make recommendations to the Board with respect thereto.Directors’ fees and emoluments should not exceed what is customary for acompany of the size and stature of AREP. In making such compensationdeterminations and in making determinations with respect to a director’sindependence, the Board and the Compensation Committee will consider andcritically evaluate the questions that may be raised if fees andemoluments exceed what is customary or if AREP makes substantialcharitable contributions to organizations with which a director isaffiliated, or enters into consulting contracts with (or provides otherindirect forms of compensation to) a director.
17. Director Orientation and Continuing Education.
     All new directors will participate in an orientation program shortlyafter they are elected to the Board. Orientation will includepresentations by senior management to familiarize the directors withAREP’s business and operations, its financial condition, its policies andprocedures, its principal officers, internal and independent auditors,and the duties and responsibilities of API’s directors.
     Management will make presentations from time to time as necessary toensure that the Board is aware of all business, legal and otherdevelopments relating to such matters.
     In addition, newly elected and existing directors are stronglyencouraged to attend continuing education programs sponsored by thirdparties, such as the New York Stock Exchange’s Director’s Institute, tobetter understand their responsibilities and duties.
18. Formal Evaluation of the CEO.
     The Compensation Committee will, at least annually, review andapprove corporate goals and objectives relevant to the compensation ofthe Chief Executive Officer, evaluate the performance of the ChiefExecutive Officer in light of those goals and objectives, report theresults of such evaluation to the Board and have the authority, togetherwith the full Board, to determine and
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approve the Chief Executive Officer’s compensation level based onthis evaluation. In determining the long-term incentive component of theChief Executive Officer’s compensation, the Compensation Committee willconsider, among such other factors as it believes relevant, AREP’sperformance, the value of similar incentive awards to chief executiveofficers at comparable companies, and the awards given to the ChiefExecutive Officer in past years.
19. Assessing the Board’s Performance.
     The Board will conduct an annual self-evaluation in order todetermine whether it and its committees are functioning effectively. TheAudit Committee will oversee the Board’s annual self-evaluation.
20. Board Interaction with Investors, the Press, Customers, Etc.
     The Chief Executive Officer, the Chairman of the Board and, asappropriate, designated members of senior management speak for AREP.Individual directors may, on occasion and with the knowledge of management,meet or otherwise communicate with interested parties. Absent unusualcircumstances or as contemplated by the Audit Committee charter, suchcommunications will be made only at the request of management.
     Interested parties who wish to make their concerns known by communicatingdirectly with the presiding non-management director or with the Chairman of theAudit Committee, confidentially or otherwise, may do so in writing addressed tothe attention of the Chairman of the Audit Committee.
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