UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 10-K/A



(Mark One)

| |   |                                                                                      | 
| | - | ------------------------------------------------------------------------------------ | 
| | ý | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 | 

For the fiscal year ended December 31, 2005

OR

| |   |                                                                                          | 
| | - | ---------------------------------------------------------------------------------------- | 
| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 | 

For the transition period from  to .

Commission file number 333-125986

AMERICAN REAL ESTATE HOLDINGS
LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)



|                                                               |  |  |  |                                         
|-------------------------------------------------------------- |  |  |  | ----------------------------------------
|Delaware                                                       |  |  |  | 13-3398767                              
|(State or other jurisdiction of incorporation or organization) |  |  |  | (I.R.S. Employer 
Identification Number)

767  Fifth Avenue, Suite 4700
New York, NY 10153(Address of principal executive offices) (Zip Code)

(212) 702-4300(Registrants telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes  ̈   No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.     Yes  ̈   No ý

Note  Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ̈   No ý

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ý

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer   ̈     Accelerated filer   ̈     Non-accelerated filer  ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ̈   No ý

As of the last business day of the registrants most recently completed record quarter, none of the voting or non-voting common equity was held by non-affiliates.







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TABLE OF CONTENTS

|                 |  |                                         |  |     
|---------------- |  | --------------------------------------- |  | ----
|                 |  |                                         |  | Page
|                 |  |                                         |  |     
|Explanatory Note |  |                                         |  | 1   
|                 |  |                                         |  |     
|                 |  | PART IV                                 |  |     
|Item 15.         |  | Exhibits, Financial Statement Schedules |  | 2   
|                 |  | Exhibit Index                           |  | 2   
|                 |  | Signatures                              |  | 6   
|                 |  | Schedule I                              |  | 9   





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EXPLANATORY NOTE

American Real Estate Holdings Limited Partnership (the Company) is filing this amendment to Form 10-K for the fiscal year ended December 31, 2005, filed with the Securities and Exchange Commission on March 31, 2006 to include (as noted in Item 15. Exhibits, Financial Statement Schedules of the original filing) Schedule I Condensed Financial Information of Parent as an amendment.

Schedule I was not filed with the initial filing as additional time was required to complete the Schedule.

Except as described above, no other changes have been made to our Annual Report on Form 10-K for the fiscal year ended December 31, 2005, as initially filed with the SEC on March 31, 2006, and except as described above, this Form 10-K/A does not amend, update or change the financial statements or any other items or disclosures in our Annual Report on Form 10-K for the fiscal year ended December 31, 2005.



1



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PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)(2) Financial Statement Schedules:

|                                                          |  |            
|--------------------------------------------------------- |  | -----------
|                                                          |  | Page Number
|Reports of Independent Registered Public Accounting Firms |  | 7          
|Schedule 1 Condensed Financial Information of Parent      |  | 9          

All other Financial Statement schedules have been omitted because the required financial information is not applicable or the information is shown in the Financial Statements or Notes thereto in the Form 10-K filed March 31, 2006.

|               |  |                                                                                                                                                                                                                                                                                                                                                  
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 
Index |  |                                                                                                                                                                                                                                                                                                                                                  
|               |  |                                                                                                                                                                                                                                                                                                                                                  
|3.1            |  | Certificate of Limited Partnership of American Real Estate Partners, L.P. (AREP) dated February 17, 1987 (incorporated by reference to Exhibit No. 3.1 to AREPs Form 10-Q for the quarter ended March 31, 2004 (SEC File No. 1-9516), filed on May 10, 2004).                                                                                 
|3.2            |  | Amended and Restated Agreement of Limited Partnership of AREP, dated May 12, 1987 (incorporated by reference to Exhibit No. 3.2 to AREPs Form 10-Q for the quarter ended March 31, 2004 (SEC File No. 1-9516), filed on May 10, 2004).                                                                                                          
|3.3            |  | Amendment No. 4 to the Amended and Restated Agreement of Limited Partnership of AREP, dated June 29, 2005 (incorporated by reference to Exhibit No. 3.1 to AREPs Form 10-Q for the quarter ended March 31, 2005 (SEC File No. 1-9516), filed on June 30, 2005).                                                                                 
|3.4            |  | Amendment No. 3 to the Amended and Restated Agreement of Limited Partnership of AREP, dated May 9, 2002 (incorporated by reference to Exhibit 3.8 to AREPs Form 10-K for the year ended December 31, 2002 (SEC File No. 1-9516), filed on March 31, 2003).                                                                                      
|3.5            |  | Amendment No. 2 to the Amended and Restated Agreement of Limited Partnership of AREP, dated August 16, 1996 (incorporated by reference to Exhibit 10.1 to AREPs Form 8-K (SEC File No. 1-9516), filed on August 16, 1996).                                                                                                                      
|3.6            |  | Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of AREP, dated February 22, 1995 (incorporated by reference to Exhibit 3.3 to AREPs Form 10-K for the year ended December 31, 1994 (SEC File No. 1-9516), filed on March 31, 1995).                                                                                
|3.7            |  | Certificate of Limited Partnership of American Real Estate Holdings Limited Partnership (AREH), dated February 17, 1987, as amended pursuant to First Amendment thereto, dated March 10, 1987 (incorporated by reference to Exhibit 3.5 to AREPs Form 10-Q for the quarter ended March 31, 2004 (SEC File No. 1-9516), filed on May 10, 2004).
|3.8            |  | Amended and Restated Agreement of Limited Partnership of AREH, dated as of July 1, 1987 (incorporated by reference to Exhibit 3.5 to AREPs Form 10-Q for the quarter ended March 31, 2004 (SEC File No. 1-9516), filed on May 10, 2004).                                                                                                        
|3.9            |  | Amendment No. 3 to the Amended and Restated Agreement of Limited Partnership of AREH dated June 29, 2005 (incorporated by reference to Exhibit No. 3.2 to AREPs Form 10-Q for the quarter ended March 31, 2005 (SEC File No. 1-9516), filed on June 30, 2005).                                                                                  
|3.10           |  | Amendment No. 2 to the Amended and Restated Agreement of Limited Partnership of AREH, dated June 14, 2002 (incorporated by reference to Exhibit 3.9 to AREPs Form 10-K for the year ended December 31, 2002 (SEC File No. 1-9516), filed on March 31, 2003).                                                                                    
|3.11           |  | Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of AREH, dated August 16, 1996 (incorporated by reference to Exhibit 10.2 to AREPs Form 8-K (SEC File No. 1-9516), filed on August 16, 1996).                                                                                                                      
|4.1            |  | Depositary Agreement among AREP, American Property Investors, Inc. and Registrar and Transfer Company, dated as of July 1, 1987 (incorporated by reference to Exhibit 4.1 to AREPs Form 10-Q for the quarter ended March 31, 2004 (SEC File No. 1-9516), filed on May 10, 2004).                                                                
|4.2            |  | Amendment No. 1 to the Depositary Agreement dated as of February 22, 1995 (incorporated by reference to Exhibit 4.2 to AREPs Form 10-K for the year ended December 31, 1994 (SEC File No. 1-9516), filed on March 31, 1995).                                                                                                                    





2



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|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 
Index |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.3            |  | Form of Transfer Application (incorporated by reference to Exhibit 4.4 to AREPs Form 10-K for the year ended December 31, 2004 (SEC File No. 1-9516), filed on March 16, 2005.                                                                                                                                                                                                                                                                                                                                               
|4.4            |  | Specimen Depositary Receipt (incorporated by reference to Exhibit 4.3 to AREPs Form 10-K for the year ended December 31, 2004 (SEC File No. 1-9516), filed on March 16, 2005.                                                                                                                                                                                                                                                                                                                                                
|4.5            |  | Specimen Certificate representing preferred units (incorporated by reference to Exhibit No. 4.9 to AREPs Form S-3 (SEC File No. 33-54767), filed on February 22, 1995).                                                                                                                                                                                                                                                                                                                                                      
|4.6            |  | Registration Rights Agreement, dated as of February 7, 2005, among AREP, AREP Finance., AREH and Bear, Stearns & Co. Inc. (incorporated by reference to Exhibit 4.11 to AREPs Form 8-K (SEC File No. 1-9516), filed on February 10, 2005).                                                                                                                                                                                                                                                                                   
|4.7            |  | Registration Rights Agreement between AREP and X LP (now known as High Coast Limited Partnership) (incorporated by reference to Exhibit 10.2 to AREPs Form 10-K for the year ended December 31, 2004 (SEC File No. 1-9516), filed on March 16, 2005).                                                                                                                                                                                                                                                                        
|4.8            |  | Registration Rights Agreement, dated June 30, 2005 between AREP and Highcrest Investors Corp., Amos Corp., Cyprus, LLC and Gascon Partners (incorporated by reference to Exhibit 10.6 to AREPs Form 10-Q (SEC File No. 1-9516), filed on August 9, 2005).                                                                                                                                                                                                                                                                    
|10.1           |  | Indenture, dated as of January 29, 2004, among American Casino & Entertainment Properties LLC (ACEP), American Casino & Entertainment Properties Finance Corp., (ACEP Finance), the guarantors from time to time party thereto and Wilmington Trust Company, as Trustee (the Trustee), (incorporated by reference to Exhibit 4.1 to ACEPs Form S-4 (SEC File No. 333-118149), filed on August 12, 2004).                                                                                                               
|10.2           |  | Form of ACEP and ACEP Finance 7.85% Note (incorporated by reference to Exhibit 4.10 to AREPs Form 10-Q for the quarter ended June 30, 2004 (SEC File No. 1-9516), filed on August 9, 2004).                                                                                                                                                                                                                                                                                                                                  
|10.3           |  | Registration Rights Agreement, dated as of January 29, 2004, among ACEP, ACEP Finance, the guarantors party thereto and Bear, Stearns & Co. Inc. (incorporated by reference to Exhibit 4.4 to ACEPs Form S-4 (SEC File No. 333-118149), filed on August 12, 2004).                                                                                                                                                                                                                                                           
|10.4           |  | Amended and Restated Agency Agreement (incorporated by reference to Exhibit 10.12 to AREPs Form 10-K for the year ended December 31, 1994 (SEC File No. 1-9516), filed on March 31, 1995).                                                                                                                                                                                                                                                                                                                                   
|10.5           |  | Service Mark License Agreement, by and between Becker Gaming, Inc. and Arizona Charlies, Inc., dated as of August 1, 2000 (incorporated by reference to ACEPs Form 10-K (SEC File No. 333-118149), filed on March 16, 2005.).                                                                                                                                                                                                                                                                                               
|10.6           |  | Management Agreement, dated September 12, 2001, by and between National Energy Group and NEG Operating LLC (incorporated by reference to Exhibit 99.4 to National Energy Groups Form 8-K (SEC File No. 000-19136), filed on September 27, 2001).                                                                                                                                                                                                                                                                             
|10.7           |  | Pledge Agreement and Irrevocable Proxy, dated December 29, 2003, made by National Energy Group in favor of Bank of Texas, N.A. (incorporated by reference to Exhibit 10.3 of National Energy Groups Form 8-K (SEC File No. 000-19036), filed on January 14, 2004).                                                                                                                                                                                                                                                           
|10.8           |  | Credit Agreement, dated as of January 29, 2004, by and among ACEP, certain subsidiaries of ACEP, the several lenders from time to time parties thereto and Bear Stearns Corporate Lending Inc., as Syndication Agent and Administrative Agent (incorporated by reference to Exhibit 10.1 to ACEPs Form S-4 (SEC File No. 333-118149), filed on August 12, 2004).                                                                                                                                                             
|10.9           |  | First Amendment to Credit Agreement, dated as of January 29, 2004 by and among ACEP, as the Borrower, certain subsidiaries of the Borrower, as Guarantors, The Several Lenders, Bear Stearns Corporate Lending Inc. as Syndication Agent, and Bear Stearns Corporate Lending Inc., as Administrative Agent, dated as of May 26, 2004, Bear, Stearns & Co. Inc., as Sole Lead Arranger and Sole Bookrunner (incorporated by reference to Exhibit 10.6 to ACEPs Form S-4 (SEC File No. 333-118149), filed on October 12, 2004).
|10.10          |  | Pledge and Security Agreement, dated as of May 26, 2004, by and among ACEP, ACEP Finance, certain subsidiaries of ACEP and Bear Sterns Corporate Lending Inc. (incorporated by reference to Exhibit 10.2 to ACEPs Form S-4 (SEC File No. 333-118149), filed on August 12, 2004).                                                                                                                                                                                                                                             
|10.11          |  | Management Agreement, dated November 16, 2004, by and between National Energy Group and Panaco, Inc. (Panaco) (incorporated by reference to Exhibit 10.13 to National Energy Groups Form 10-Q (SEC File No. 000-19136), filed on November 15, 2004).                                                                                                                                                                                                                                                                       





3



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|               |  |                                                                                                                                                                                                                                                                                                                        
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 
Index |  |                                                                                                                                                                                                                                                                                                                        
|               |  |                                                                                                                                                                                                                                                                                                                        
|10.12          |  | Management Agreement, dated August 28, 2003, by and between National Energy Group and TransTexas Gas Corporation (TransTexas) (incorporated by reference to Exhibit 10.1 to National Energy Groups Form 8-K (SEC File No. 000-19136), filed on September 10, 2003).                                                 
|10.13          |  | Purchase Agreement for Notes Issued by TransTexas, dated December 6, 2004, by and between Thornwood Associates LP (Thornwood) and AREP Oil & Gas (now known as NEG Oil & Gas) (incorporated by reference to Exhibit 99.1 to AREPs Form 8-K (SEC File No. 1-9516), filed on December 10, 2004.                       
|10.14          |  | Assignment and Assumption Agreement, dated December 6, 2004, by and between Thornwood and AREP Oil & Gas (now known as NEG Oil & Gas) (incorporated by reference to Exhibit 99.2 to AREPs Form 8-K (SEC File No. 1-9516), filed on December 10, 2004).                                                                
|10.15          |  | Membership Interest Purchase Agreement, dated as of December 6, 2004, by and among AREP Oil & Gas (now known as NEG Oil & Gas), Amos Corp., High River and Hopper Investments LLC (incorporated by reference to Exhibit 99.3 to AREPs Form 8-K (SEC File No. 1-9516), filed on December 10, 2004).                    
|10.16          |  | Assignment and Assumption Agreement, dated December 6, 2004, by and among AREP Oil & Gas (now known as NEG Oil & Gas), Arnos Corp., High River and Hopper Investments LLC (incorporated by reference to Exhibit 99.4 to AREPs Form 8-K (SEC File No. 1-9516), filed on December 10, 2004).                            
|10.17          |  | Amended and Restated Oil & Gas Term Loan Agreement by and among Thornwood and TransTexas, Galveston Bay Pipeline Company and Galveston Bay Processing Corporation and Thornwood, dated August 28, 2003 (incorporated by reference to Exhibit 99.5 to AREPs Form 8-K (SEC File No. 1-9516), filed on December 10 2004).
|10.18          |  | Amended and Restated Security and Pledge Agreement, dated August 2003, by and among TransTexas, Galveston Bay Pipeline Company, Galveston Bay Processing Corporation and Thornwood (incorporated by reference to Exhibit 99.6 to AREPs Form 8-K (SEC File No. 1-9516, filed on December 10, 2004).                    
|10.19          |  | Term Loan and Security Agreement among Panaco, Mid River LLC and Lenders Named Therein, dated as of November 16, 2004 (incorporated by reference to Exhibit 99.7 to AREPs Form 8-K (SEC File No. 1-9516), filed on December 10, 2004).                                                                                
|10.20          |  | Note Purchase Agreement, dated as of December 27, 2004, by and among AREP Sands Holding LLC, Barberry Corp., and Cyprus, LLC (incorporated by reference to Exhibit 99.1 to AREPs Form 8-K (SEC File No. 1-9516, filed on December 30, 2004).                                                                          
|10.21          |  | Amendment No. 1, dated as of May 23, 2005, to the Purchase Agreement, dated January 21, 2005, by and among AREP, as Purchaser, and Cyprus, LLC as seller (incorporated by reference to Exhibit 99.1 to Form 8-K (SEC File No. 1-9516) filed on May 27, 2005).                                                          
|10.22          |  | Membership Interest Purchase Agreement, dated January 21, 2005, by and among AREP as Purchaser and Gascon Partners, as Seller (incorporated by reference to Exhibit 99.1 to AREPs Form 8-K (SEC File No. 1-9516) filed on January 27, 2005).                                                                          
|10.23          |  | Agreement and Plan of Merger, dated January 21, 2005, by and among National Onshore LP, Highcrest Investors Corp. and TransTexas Gas Corporation (incorporated by reference to Exhibit 99.2 to AREPs Form 8-K (SEC File No. 1-9516) filed on January 27, 2005).                                                       
|10.24          |  | Agreement and Plan of Merger, dated January 21, 2005, by and among National Onshore LP, Highcrest Investors Corp., Amos Corp., AREP and Panaco, Inc. (incorporated by reference to Exhibit 99.3 to AREPs Form 8-K (SEC File No. 1-9516) filed on January 27, 2005).                                                   
|10.25          |  | Purchase Agreement, dated January 21, 2005, by and among AREP, as Purchaser, and Cyprus, LLC as Seller (incorporated by reference to Exhibit 99.4 to AREPs Form 8-K (SEC File No. 1-9516) filed on January 27, 2005).                                                                                                 
|10.26          |  | Registration Rights Agreement, dated February 7, 2005, among AREP, AREP Finance, AREH and Bear, Steams & Co. Inc. (incorporated by reference to Exhibit 4.11 to AREPs Form 8-K (SEC File No. 1-9516), filed on February 10, 2005).                                                                                    
|10.27          |  | Indenture, dated as of February 7, 2005, among AREP, AREP Finance and AREH, as Guarantor, and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 4.9 to AREPs Form 8-K (SEC File No. 1-9516), filed on February 10, 2005).                                                                    





4



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|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 
Index |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.28          |  | Form of AREP and AREP Finance 71/8 % Senior Note due 2013 (incorporated by reference to Exhibit 4.10 to AREPs Form 8-K (SEC File No. 1-9516), filed on February 10, 2005).                                                                                                                                                                                                                                                                             
|10.29          |  | Indenture, dated as of May 12, 2004, among AREP, AREP Finance, AREH, as guarantor and Wilmington Trust Company, as Trustee (incorporated by reference to Exhibit 4.1 to AREPs Form S-4 (SEC File No. 333-118021), filed on August 6, 2004).                                                                                                                                                                                                            
|10.30          |  | Form of 81/8 % Senior Note due 2012 (incorporated by reference to Exhibit 4.1 to AREPs Form S-4 (SEC File No. 333-118021), filed on August 6, 2004).                                                                                                                                                                                                                                                                                                   
|10.31          |  | Registration Rights Agreement, dated as of May 12, 2004, among AREP, AREP Finance, AREH and Bear, Steams & Co. Inc. (incorporated by reference to Exhibit 4.3 to AREPs Form S-4 (SEC File No. 333-118021), filed on August 6, 2004).                                                                                                                                                                                                                   
|10.32          |  | Credit Agreement, dated as of December 20, 2005, with Citicorp USA, Inc., as Administrative Agent, Bear Stearns Corporate Lending Inc., as Syndication Agent, and other lender parties thereto. (incorporated by reference to Exhibit 10.1 to AREPs Form 8-K (SEC File No. 1-9516), filed on December 22, 2005).                                                                                                                                       
|10.33          |  | Security Agreement, dated as of December 20, 2005, from the Guarantors referred to therein to Citicorp USA, Inc., as Administrative Agent. (incorporated by reference to Exhibit 10.2 to AREPs Form 8-K (SEC File No. 1-9516), filed on December 22, 2005).                                                                                                                                                                                            
|10.34          |  | Guaranty, dated as of December 20, 2005, from the guarantors named therein and the Additional Guarantors referred to therein in favor of the Guaranteed Parties referred to therein. (incorporated by reference to Exhibit 10.3 to AREPs Form 8-K (SEC File No. 1-9516), filed on December 22, 2005).                                                                                                                                                  
|10.35          |  | Amended and Restated Credit Agreement, dated as of December 20, 2005, among NEG Operating LLC, as the Borrower, AREP Oil & Gas LLC (now known as NEG Oil & Gas), as the Lender, AREP Oil & Gas LLC, as Administrative Agent for the Lender, and Citicorp USA, Inc., as Collateral Agent for the Lender and the Hedging Counterparties. (incorporated by reference to Exhibit 10.4 to AREPs Form 8-K (SEC File No. 1-9516), filed on December 22, 2005).
|10.37          |  | Equity Commitment Agreement, dated June 23, 2005, by and among WS Textile Co., Inc., Textile Holding Real Estate Holdings Limited Partnership and Aretex LLC (incorporated by reference to Exhibit 10.2 to AREPs Form 8-K (SEC File No. 1-9516), filed on July 1, 2005).                                                                                                                                                                               
|10.38          |  | Rights Offering Sponsor Agreement, dated June 23, 2005, by and between WS Textile Co., Inc. and AREH (incorporated by reference to Exhibit 10.3 to AREPs Form 8-K (SEC File No. 1-9516), filed on July 1, 2005).                                                                                                                                                                                                                                       
|10.41          |  | Agreement and Plan of Merger dated December 7, 2005, by and among American Real Estate Partners Oil & Gas LLC, National Energy Group, Inc., NEG IPOCO, Inc. (now known as NEG, Inc.), a corporation wholly owned by AREH (as thereafter defined), and, solely for purposes of Sections 3.2,3.3 and 4.16 of the Agreement, AREH (incorporated by reference to Exhibit 10.1 to AREPs Form 8-K (SEC File No. 001-09516), filed on December 7, 2005).      
|10.42          |  | Undertaking, dated November 20, 1998, by Starfire Holding Corporation, for the benefit of AREP and its subsidiaries (incorporated by reference to Exhibit 10.42 to AREPs Form 10-K for the year ended December 2005 (SEC File No. 1-9516, filed March 16, 2006).                                                                                                                                                                                       
|14.1           |  | Code of Business Conduct and Ethics (incorporated by reference to Exhibit 99.2 to AREPs Form 10-Q for the quarter ended September 30, 2004 (SEC File No. 1-9516), filed on November 9, 2004).                                                                                                                                                                                                                                                          
|21             |  | Subsidiaries of the Registrant.                                                                                                                                                                                                                                                                                                                                                                                                                         
|31.1           |  | Certification of Principal Executive officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                              
|31.2           |  | Certification of Principal Financial officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                              
|32.1           |  | Certification of Principal Executive officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                 
|32.2           |  | Certification of Principal Financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                 
|99.1           |  | Corporate Governance Guidelines (incorporated by reference to Exhibit 99.1 to AREPs Form 10-Q for the Quarter ended September 30, 2005 (SEC File No. 001-09516), filed November 14, 2005.                                                                                                                                                                                                                                                              





5



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                       |                                                   |                                         
|---------------------- | ------------------------------------------------- | ----------------------------------------
|                       | American Real Estate Holdings
Limited Partnership
|                       |                                                   |                                         
|                       | By:                                               | American Property Investors, Inc.       
|                       |                                                   | General Partner                         
|                       |                                                   |                                         
|                       |                                                   |                                         
|Date: December 6, 2006 | By:                                               | /s/ Jon Weber                           
|                       |                                                   | Jon Weber, 
President                   
|                       |                                                   |                                         
|                       | By:                                               | /s/ Hillel Moerman                      
|                       |                                                   | Hillel Moerman, 
Chief Financial Officer





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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Partners of 
American Real Estate Holdings Limited Partnership

We have audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) the consolidated financial statements of American Real Estate Holdings Limited Partnership and Subsidiaries referred to in our report dated March 10, 2006 (except for Note 8, as to which the date is March 29, 2006), which is included in the annual report filed with the Securities and Exchange Commission on March 31, 2006. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The financial statement schedule included in Part IV, Item 15 (a)(2) of this Form 10 K/A is presented for purposes of additional analysis and is not a required part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ GRANT THORNTON LLP

New York, New York 
March 10, 2006



7



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Partners
American Real Estate Holdings Limited Partnership:

Under date of November 29, 2005, we reported on the consolidated statements of operations, changes in partners equity and comprehensive income, and cash flows of American Real Estate Holdings Limited Partnership and subsidiaries for the year ended December 31, 2003, which are included in the annual report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2006.  In connection with our audit of the aforementioned consolidated financial statements, we also audited the related financial statement schedule included in Part IV, Item 15(a)(2) of this Form 10-K/A.  The financial statement schedule is the responsibility of the Partnerships management.  Our responsibility is to express an opinion on this financial statement schedule based on our audit.

In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ KPMG LLP

New York, New York
November 29, 2005



8



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SCHEDULE I

AMERICAN REAL ESTATE HOLDINGS LIMITED PARTNERSHIP (Parent Company)

CONDENSED BALANCE SHEETS
December 31, 2005 and 2004

|                                                 |  |              |           |      |   |           | 
|------------------------------------------------ |  | ------------ | --------- | ---- | - | --------- | 
|                                                 |  | December 31, |          
|                                                 |  | 2005         |           | 2004 |  
|                                                 |  | (In $000s)  |          
|ASSETS                                           |  |              |           |      |  
|Current assets:                                  |  |              |           |      |  
|Cash and cash equivalents                        |  | $            | 152,584   |      | $ | 671,483   | 
|Investments                                      |  |              | 812,840   |      |   | 54,860    | 
|Trade, notes and other receivables, net          |  |              | 14,106    |      |   | 7,668     | 
|Other current assets                             |  |              | 27,233    |      |   | 67,225    | 
|Total current assets                             |  |              | 1,006,763 |      |   | 801,236   | 
|                                                 |  |              |           |      |   |           | 
|Property, plant and equipment, net               |  |              | 110,962   |      |   | 121,562   | 
|Investments                                      |  |              | 785       |      |   | 5,782     | 
|Investments in and amounts due from subsidiaries |  |              | 1,544,892 |      |   | 1,252,706 | 
|Other assets                                     |  |              | 615       |      |   | 16,284    | 
|Total assets                                     |  | $            | 2,664,017 |      | $ | 2,197,570 | 
|                                                 |  |              |           |      |   |           | 
|LIABILITIES AND PARTNERS EQUITY                 |  |              |           |      |   |           | 
|Current liabilities:                             |  |              |           |      |   |           | 
|Accounts payable and accrued expenses            |  | $            | 15,114    |      | $ | 7,787     | 
|Current portion of long-term debt                |  |              | 18,104    |      |   | 31,043    | 
|Margin liability on marketable securities        |  |              | 131,061   |      |   |          | 
|Total current liabilities                        |  |              | 164,279   |      |   | 38,830    | 
|Long-term debt                                   |  |              | 873,103   |      |   | 394,352   | 
|Other liabilities                                |  |              |          |      |   | 203       | 
|Total liabilities                                |  |              | 1,037,382 |      |   | 433,385   | 
|Commitments and contingencies (Note 3)           |  |              |           |      |   |           | 
|Partners equity                                 |  |              |           |      |   |           | 
|Limited partners                                 |  |              | 1,610,369 |      |   | 1,746,543 | 
|General partner                                  |  |              | 16,266    |      |   | 17,642    | 
|Partners equity                                 |  |              | 1,626,635 |      |   | 1,764,185 | 
|Total liabilities and partners equity           |  | $            | 2,664,017 |      | $ | 2,197,570 | 



See notes to condensed financial statements

9



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SCHEDULE I

AMERICAN REAL ESTATE HOLDINGS LIMITED PARTNERSHIP (Parent Company)

CONDENSED STATEMENTS OF OPERATIONS
Years Ended December 31, 2005, 2004 and 2003

|                                         |  |                           |         |      |   |         |   |   |        |  
|---------------------------------------- |  | ------------------------- | ------- | ---- | - | ------- | - | - | ------ | -
|                                         |  | Years Ended 
December 31, |        
|                                         |  | 2005                      |         | 2004 |   | 2003    |  
|                                         |  | (In $000s)                |        
|                                         |  |                           |         |      |   |         |  
|Revenues                                 |  | $                         | 14,923  |      | $ | 15,881  |   | $ | 17,286 |  
|Expenses                                 |  |                           | 22,343  |      |   | 9,125   |   |   | 6,145  |  
|Operating income (loss)                  |  |                           | (7,420  | )    |   | 6,756   |   |   | 11,141 |  
|                                         |  |                           |         |      |   |         |   |   |        |  
|Other income (expense), net:             |  |                           |         |      |   |         |   |   |        |  
|Interest expense                         |  |                           | (62,672 | )    |   | (23,953 | ) |   | (6,492 | )
|Interest income                          |  |                           | 36,253  |      |   | 58,242  |   |   | 30,323 |  
|Impairment charges on GB Holdings, Inc.  |  |                           | (52,366 | )    |   | (15,600 | ) |   |       |  
|Other income (expense), net              |  |                           | 33,345  |      |   | 24,435  |   |   | (4,806 | )
|Equity in income of subsidiaries         |  |                           | 14,060  |      |   | 27,278  |   |   | 32,342 |  
|Income (loss) from continuing operations |  |                           | (38,800 | )    |   | 77,158  |   |   | 62,508 |  
|Income from discontinued operations      |  |                           | 17,512  |      |   | 81,707  |   |   | 10,273 |  
|Net (loss) earnings                      |  | $                         | (21,288 | )    | $ | 158,865 |   | $ | 72,781 |  
|Net (loss) earnings attributable to:     |  |                           |         |      |   |         |   |   |        |  
|Limited partners                         |  | $                         | (21,075 | )    | $ | 157,276 |   | $ | 72,053 |  
|General partner                          |  |                           | (213    | )    |   | 1,589   |   |   | 728    |  
|                                         |  | $                         | (21,288 | )    | $ | 158,865 |   | $ | 72,781 |  



See notes to condensed financial statements

10



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SCHEDULE I

AMERICAN REAL ESTATE HOLDINGS LIMITED PARTNERSHIP (Parent Company)

CONDENSED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2005, 2004 and 2003

|                                                                                     |  |                           |            |      |   |          |   |   |          |  
|------------------------------------------------------------------------------------ |  | ------------------------- | ---------- | ---- | - | -------- | - | - | -------- | -
|                                                                                     |  | Years Ended 
December 31, |           
|                                                                                     |  | 2005                      |            | 2004 |   | 2003     |  
|                                                                                     |  | (In $000s)                |           
|Cash flows from operating activities:                                                |  |                           |            |      |   |          |  
|Income (loss) from continuing operations                                             |  | $                         | (38,800    | )    | $ | 77,158   |   | $ | 62,508   |  
|Adjustments to reconcile net earnings to net cash provided by 
operating activities: |  |                           |            |      |   |          |   |   |          |  
|Depreciation and amortization                                                        |  |                           | 3,783      |      |   | 4,129    |   |   | 6,948    |  
|Net gain from property transactions                                                  |  |                           | (176       | )    |   | (5,875   | ) |   | (7,121   | )
|Investment (gains) losses                                                            |  |                           | (17,613    | )    |   | (40,159  | ) |   | (2,607   | )
|Impairment loss on investment in GB Holdings, Inc.                                   |  |                           | 52,366     |      |   | 15,600   |   |   |         |  
|Write down of marketable equity and debt securities                                  |  |                           |           |      |   |         |   |   | 19,703   |  
|Net proceeds from the sales of trading securities                                    |  |                           | 28,560     |      |   |         |   |   |         |  
|Equity in earnings of subsidiaries                                                   |  |                           | (14,060    | )    |   | (27,278  | ) |   | (32,342  | )
|Changes in operating assets and liabilities                                          |  |                           | 29,337     |      |   | (2,398   | ) |   | (15,040  | )
|Net cash provided by continuing operations                                           |  |                           | 43,397     |      |   | 21,177   |   |   | 32,049   |  
|Income from discontinued operations                                                  |  |                           | 17,512     |      |   | 81,707   |   |   | 10,273   |  
|Depreciation and amortization                                                        |  |                           | 219        |      |   | 1,233    |   |   | 5,001    |  
|Net gain from property transactions                                                  |  |                           | (16,140    | )    |   | (75,197  | ) |   | (3,353   | )
|Net cash provided by discontinued operations                                         |  |                           | 1,591      |      |   | 7,743    |   |   | 11,921   |  
|Net cash provided by operating activities                                            |  |                           | 44,988     |      |   | 28,920   |   |   | 43,970   |  
|Cash flows from investing activities:                                                |  |                           |            |      |   |          |   |   |          |  
|Capital expenditures                                                                 |  |                           | (187       | )    |   | (18      | ) |   | (413     | )
|Purchases of marketable equity and debt securities                                   |  |                           | (766,612   | )    |   |         |   |   | (131,654 | )
|Proceeds from sales of marketable equity and debt securities                         |  |                           | 133,872    |      |   | 90,614   |   |   | 3,538    |  
|Net proceeds from the sales and disposition of real estate                           |  |                           | 8,414      |      |   | 43,590   |   |   | 15,828   |  
|Repayment of related party note                                                      |  |                           |           |      |   |         |   |   | 250,000  |  
|Repayment of mezzanine loans                                                         |  |                           |           |      |   | 49,130   |   |   |         |  
|Net changes in other investments                                                     |  |                           |           |      |   | 5,209    |   |   |         |  
|Net investment in subsidiaries and advances to/from affiliates                       |  |                           | (443,903   | )    |   | (396,972 | ) |   | (85,742  | )
|Net cash (used in) provided by investing activities                                  |  |                           | (1,068,416 | )    |   | (208,447 | ) |   | 51,557   |  
|Cash flows from discontinued operations:                                             |  |                           |            |      |   |          |   |   |          |  
|Net proceeds from the sales and disposition of real estate                           |  |                           | 44,111     |      |   | 201,834  |   |   | 5,336    |  
|Net cash (used in) provided by investing activities                                  |  |                           | (1,024,305 | )    |   | (6,613   | ) |   | 56,893   |  
|Cash flows from financing activities:                                                |  |                           |            |      |   |          |   |   |          |  
|Partners equity:                                                                    |  |                           |            |      |   |          |   |   |          |  
|Distribution to partners                                                             |  |                           | (12,622    | )    |   | (17,916  | ) |   |         |  
|Partners contribution                                                               |  |                           | 9,279      |      |   | 22,800   |   |   |         |  
|Debt:                                                                                |  |                           |            |      |   |          |   |   |          |  
|Proceeds from senior notes payable                                                   |  |                           | 474,000    |      |   | 342,594  |   |   |         |  
|Net mortgages payable                                                                |  |                           | (3,311     | )    |   | (31,492  | ) |   | 9,679    |  
|Net cash provided by financing activities                                            |  |                           | 467,346    |      |   | 315,986  |   |   | 9,679    |  
|Cash flows from discontinued operations:                                             |  |                           |            |      |   |          |   |   |          |  
|Mortgages paid upon disposition of properties                                        |  |                           | (6,928     | )    |   | (67,045  | ) |   | (538     | )
|Net cash provided by financing activities                                            |  |                           | 460,418    |      |   | 248,941  |   |   | 9,141    |  
|Net increase (decrease) in cash and cash equivalents                                 |  |                           | (518,899   | )    |   | 271,248  |   |   | 110,004  |  
|Cash and cash equivalents, beginning of year                                         |  |                           | 671,483    |      |   | 400,235  |   |   | 290,231  |  
|Cash and cash equivalents, end of year                                               |  | $                         | 152,584    |      | $ | 671,483  |   | $ | 400,235  |  





See notes to condensed financial statements

11



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SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF
AMERICAN REAL ESTATE HOLDINGS LIMITED PARTNERSHIP
(Parent Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS
December 31, 2005, 2004 and 2003

1. Description of Business and Basis of Presentation

American Real Estate Holdings Limited Partnership (the Company or AREH) is a diversified holding company owning subsidiaries that are engaged in the following operating businesses: (1) Oil & Gas; (2) Gaming; (3) Real Estate; and (4) Home Fashion.

AREH is a limited partnership formed in Delaware on February 17, 1987. American Real Estate Partners, L.P. (AREP or the Limited Partner) is a master limited partnership formed in Delaware on February 17, 1987. AREP owns a 99% limited partner interest in the Company. American Property Investors, Inc. (the General Partner) owns a 1% general partner interest in both AREH and AREP representing an aggregate 1.99% general partner interest in AREH and AREP. The General Partner is owned and controlled by Mr. Carl C. Icahn.

The restricted assets of the consolidated subsidiaries of AREH, a holding company (the Parent Company), exceeds 25 percent of consolidated net assets at December 31, 2005. The foregoing schedules present the condensed financial information of the Parent Company in accordance with Rule 5-04 of Regulation S-X. The condensed financial statements of the Registrant should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Form 10-K filed with the SEC on March 31, 2006.

2. Long-Term Debt

See Note 15. Long-term Debt in the Form 10-K consolidated financial statements and notes thereto filed with the SEC on March 31, 2006.

3. Commitments and Contingencies

See Note 22. Commitments and Contingencies in the Form 10-K consolidated financial statements and notes thereto filed with the SEC on March 31, 2006.

4. Dividends

During the years ended December 31, 2005, 2004 and 2003, AREH received cash dividends of $52.4 million, $22.4 million and $22.4 million, respectively, from its subsidiaries and affiliates.



12