**AMENDMENT
      NO. 1 TO REGISTRATION RIGHTS AGREEMENT**




**THIS
      AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT** (this
“Amendment”), dated as of August __, 2007, is entered into by and among **AMERICAN
      REAL ESTATE PARTNERS, L.P.** ,
      a
      Delaware limited partnership (the “Company”), and the other signatories hereto
      (each a “Holder” and collectively the “Holders”):




**W
      I T N E S S E T H**




WHEREAS,
      the Company and the Holders are parties to that certain Registration Rights
      Agreement, dated as of June 30, 2005 (as amended, restated, supplemented, or
      modified from time to time, the “Registration Rights Agreement”) for the
      registration of Depositary Units (as such term is defined in the Registration
      Rights Agreement);




WHEREAS,
      the current holdings of Depositary Units held by the Holders is as
      follows:




Name
            
            Depositary
                UnitsCyprus,
                LLC
            
            
            413,793Highcrest
                Investors Corp.
            
            
            3,452,586Barberry
                Corp.
            
            
            5,537,000Gascon
                Partners
            
            
            11,892,167High
                Coast Limited Partnership
            
            
            34,359,836





WHEREAS,
      at the time of the execution of this Amendment, the entities listed below will
      acquire additional Depositary Units from the Company as follows:




Name
            
            Depositary
                UnitsCCI
                Onshore Corp.
            
            
            1,515,515CCI
                Offshore Corp.
            
            
            3,706,723Icahn
                Management LP
            
            
            3,410,441





WHEREAS,
      the Company and the Holders desire to amend the definitions of the terms
“Holder” and “Holders” contained in the Registration Rights Agreement such that
      any Affiliate of any Holder that holds or hereafter acquires Depositary Units
      from time to time will have registration rights under the Registration Rights
      Agreement as if such Affiliate were a party thereto; and




WHEREAS,
      Section 6.3 of the Registration Rights Agreement provides that the Registration
      Rights Agreement may be amended, supplemented or modified only by a written
      instrument duly executed by or on behalf of each party thereto.




NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties hereto agree as follows:




1


**1.**  **DEFINITIONS** **.** Capitalized terms used herein and not otherwise defined herein shall have the
      meanings ascribed to them in the Registration Rights Agreement, as amended
      hereby.




**2.**  **AMENDMENTS
      TO REGISTRATION RIGHTS AGREEMENT** **.**




(a)  Section
      5.1 of the
      Registration Rights Agreement is hereby amended by amending and restating each
      of the following definitions in its entirety as follows:




“ Holder ”
has
      the
      meaning ascribed to it in the forepart of this Agreement and shall additionally
      include any Affiliate of a Holder that holds Depositary Units or acquires
      Depositary Units from time to time and executes a signature page hereto under
      the caption “Additional Holders” and delivers a copy to the
      Company.




“ Holders ”
has
      the
      meaning ascribed to it in the forepart of this Agreement and shall additionally
      include any Affiliate of a Holder that holds Depositary Units or acquires
      Depositary Units from time to time and executes a signature page hereto under
      the caption “Additional Holders” and delivers a copy to the
      Company.









**3.**  **CONSTRUCTION** **.** THIS
      AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
      THE
      STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE
      OF NEW YORK.




**4.**  **ENTIRE
      AMENDMENT; EFFECT OF AMENDMENT** **.** This
      Amendment, and terms and provisions hereof, constitute the entire agreement
      among the parties pertaining to the subject matter hereof and supersedes any
      and
      all prior or contemporaneous amendments relating to the subject matter hereof.
      Except for the amendments to the Registration Rights Agreement expressly set
      forth in Section 2 hereof,
      the Registration Rights Agreement shall remain unchanged and in full force
      and
      effect.




**5.**  **COUNTERPARTS;
      TELEFACSIMILE EXECUTION** **.** This
      Amendment may be executed in any number of counterparts, all of which taken
      together shall constitute one and the same instrument and any of the parties
      hereto may execute this Amendment by signing any such counterpart. Delivery
      of
      an executed counterpart of this Amendment by telefacsimile shall be equally
      as
      effective as delivery of an original executed counterpart of this Amendment.
      Any
      party delivering an executed counterpart of this Amendment by telefacsimile
      also
      shall deliver an original executed counterpart of this Amendment, but the
      failure to deliver an original executed counterpart shall not affect the
      validity, enforceability, and binding effect of this Amendment.




**6.**  **MISCELLANEOUS** **.**




(a)  Upon
      the
      effectiveness of this Amendment, each reference in the Registration Rights
      Agreement to “this Agreement”, “hereunder”, “herein”, “hereof” or words of like
      import referring to the Registration Rights Agreement shall mean and refer
      to
      the Registration Rights Agreement as amended by this Amendment.




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      of page intentionally blank


2


IN
      WITNESS WHEREOF, the parties have caused this Amendment to be executed and
      delivered as of the date first written above.




**AMERICAN
      REAL ESTATE PARTNERS, L.P.**


By:
      American Property Investors, Inc., its general partner








By:
      /s/ Andew
      Skobe


Name:
      Andrew Skobe


Title:
      Chief Financial Officer








**HOLDERS:**





HIGHCREST
      INVESTORS CORP.








By:
      /s/ Keith
      Cozza


Name:
      Keith Cozza


Title:
      Assistant Treasurer








ARNOS
      CORP.








By:
      /s/ Edward
      Mattner


Name:
      Edward Mattner


Title:
      Vice President








CYPRUS,
      LLC


By:
      Barberry Corp., its managing member








By:
      /s/ Edward
      Mattner


Name:
      Edward Mattner


Title:
      Authorized Signatory








GASCON
      PARTNERS


By:
      Cigas
      Corp., its managing member








By:
      /s/ Edward
      Mattner


Name:
      Edward Mattner


Title:
      President





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**ADDITIONAL
      HOLDERS:**





CCI
      ONSHORE CORP.








By:
      /s/ Edward
      Mattner


Name:
      Edward Mattner


Title:
      Authorized Signatory








CCI
      OFFSHORE CORP.








By:
      /s/ Edward
      Mattner


Name:
      Edward Mattner


Title:
      Authorized Signatory








ICAHN
      MANAGEMENT LP








By:
      /s/ Edward
      Mattner


Name:
      Edward Mattner


Title:
      Authorized Signatory





4




**HOLDERS:**
  BARBERRY
        CORP.
   By:
        /s/ Edward
        Mattner
 Name:
        Edward Mattner
 Title:
        Authorized Signatory
   
   By:
          /s/ Edward
          Mattner
 Name:
          Edward Mattner
 Title:
          Authorized Signatory
     5