SecProbe.io

Mail Stop 3561

 July 18, 2007

Keith A. Meister, Principal Executive Officer
American Real Estate Partners, L.P.
767 Fifth Avenue, Suite 4700
New York, New York  10153

Re: American Real Estate Partners, L.P.
Registration Statement on Form S-3
Filed June 21, 2007
File No. 333-143930

American Real Estate Partners, L.P. and co-registrants
Registration Statement on Form S-4
Filed June 21, 2007
File Nos. 333-143929, -01, & -02

Dear Mr. Meister:

We have limited our review of your filings to those issues we have addressed in
our comments.  Where indicated, we think you should revise your documents in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Registration Statement on Form S-3
1. Please provide us, with a view toward di sclosure in the prospectus, with the
total dollar value of the s ecurities underlying the convert ible notes that you have
registered for resale using the number of underlying securities that you have

Keith A. Meister
American Real Estate Partners, L.P.
July 18, 2007  Page 2
registered for resale and the market price per share for those securities on the date of the sale of the convertible note.
2. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of the dollar amount of each payment, including the value of any
payments to be made in common stock, in  connection with the transaction that
you have made or may be required to ma ke to any selling shareholder, any
affiliate of a selling shareholder, or any person with whom any selling shareholder has a contractual relationsh ip regarding the tr ansaction, including
any interest payments, liquidated damage s, payments made to “finders” or
“placement agents,” and any other payments or potential payments.  Please provide footnote disclosure of the terms of each such payment.  Please do not
include any repayment of principal on th e convertible notes in this disclosure.
Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure of the net proceeds to the issuer from the sale of the convertible notes and the total possible payments to all selling shareholders and any of their
affiliates in the first year following the sale of convertible notes.
3. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:
• the total possible profit the selling shar eholders could rea lize as a result of
the conversion discount for the secur ities underlying the convertible note,
presented in a table with the followi ng information disclosed separately:
o the market price per share of the securities underlying the convertible
note on the date of the sale of the convertible note; and
o the conversion price per share of th e underlying securitie s on the date of
the sale of the convertible note, calculated as follows:
ƒ if the conversion price per share is set at a fixed price, use the price
per share established in the convertible note; and
ƒ if the conversion price per share is not set at a fixed price and,
instead, is set at a floating rate in relationship to the market price of
the underlying security, use the c onversion discount rate and the
market rate per share on the date of the sale of the convertible note
and determine the conversion price per share as of that date;
• the total possible shares underlying the convertible note, assuming no
interest payments and complete conv ersion throughout the term of the note;

Keith A. Meister
American Real Estate Partners, L.P.
July 18, 2007  Page 3
• the combined market price of the total number of shares underlying the
convertible note, calculated by using th e market price per share on the date
of the sale of the convertible note and the total possible shares underlying
the convertible note;
• the total possible shares the selling shareholders may receive and the
combined conversion price of the to tal number of shares underlying the
convertible note calculated by using the conversion price on the date of the sale of the convertible note and the total possible number of shares the
selling shareholders may receive; and
• the total possible discount to  the market price as of th e date of the sale of the
convertible note, calculated by subtr acting the total conv ersion price on the
date of the sale of the convertible no te from the combined market price of
the total number of shares underlying the convertible note on that date.
If there are provisions in th e convertible note that could result in a change in the
price per share upon the occurrence of cer tain events, please provide additional
tabular disclosure as appropriate.  For ex ample, if the conversion price per share
is fixed unless and until the market pri ce falls below a stated price, at which
point the conversion price per share drops to a lowe r price, please provide
additional disclosure.
4. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:
• the total possible profit to be realized as a result of  any conversion discounts
for securities underlying any other warrants, options, notes, or other securities of the issuer that are held by the selling shareholders or any affiliates of the selling shareholders, pr esented in a table with the following
information disclosed separately:
o market price per share of the underlying securities on the date of the sale
of that other security; and
o the conversion/exercise price per share as  of the date of the sale of that
other security, calculated as follows:
ƒ if the conversion/exercise price per share is set at a fixed price, use
the price per share on the date of th e sale of that other security; and
ƒ if the conversion/exercise price per share is not set at a fixed price
and, instead, is set at a floating ra te in relationship to the market

Keith A. Meister
American Real Estate Partners, L.P.
July 18, 2007  Page 4
price of the underlying security, us e the conversion/exercise discount
rate and the market rate per share on the date of the sale of that other
security and determine the conversion price per share as of that date;
• the total possible shares to be received under the particular securities,
assuming complete conversion/exercise;
• the combined market price of th e total number of underlying shares,
calculated by using the market price per sh are on the date of the sale of that
other security and the total possible shares to be received;
• the total possible shares to  be received and the comb ined conversion price of
the total number of shares underlying th at other security calculated by using
the conversion price on the da te of the sale of that  other security and the
total possible number of underlying shares; and
• the total possible discount to the market price as of the date of the sale of
that other security, calculated by subt racting the total conversion/exercise
price on the date of the sale of that ot her security from the combined market
price of the total number of unde rlying shares on that date.
5. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:
• the gross proceeds paid or payable to  the issuer in the convertible note
transaction;
• all payments that have been made or that may be required to be made by the
issuer that are disclosed in re sponse to current comment 2;
• the resulting net proceeds to the issuer; and
• the combined total possible profit to be realized as a result of any conversion
discounts regarding the secu rities underlying the c onvertible notes and any
other warrants, options, notes, or other s ecurities of the issuer that are held
by the selling shareholders or any affiliates of the selling shareholders that is disclosed in response to current comments 3 and 4.
Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure – as a percentage – of the total amount of all possible payments, as
disclosed in response to current commen t 2, and the total pos sible discount to
the market price of the shares underlying the convertible note, as disclosed in
response to current comment 3, divided by the net proceeds to the issuer from

Keith A. Meister
American Real Estate Partners, L.P.
July 18, 2007  Page 5
the sale of the convertible notes, as well as the amount of that resulting
percentage averaged over the te rm of the convertible notes.
6. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of all prior securities transact ions between the issuer, or any of its
predecessors, and the selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling shareholder has a contractual relationship rega rding the transaction, or any predecessors of those
persons, with the table including the follo wing information disclosed separately
for each transaction:
• the date of the transaction;
• the number of shares of the class of secu rities subject to the transaction that
were outstanding prior to the transaction;
• the number of shares of the class of secu rities subject to the transaction that
were outstanding prior to the transacti on and held by persons other than the
selling shareholders, affiliates of th e company, or affiliates of the selling
shareholders;
• the number of shares of the class of secu rities subject to the transaction that
were issued or issuable in connection with the transaction;
• the percentage of total is sued and outstanding securiti es that were issued or
issuable in the transaction, assuming full issuance, with the percentage calculated by taking the number of shar es issued and outstanding prior to the
applicable transaction and held by persons other than the selling
shareholders, affiliates of the company, or affiliates of the selling shareholders, and dividing that number by the number of shares issued or
issuable in connection with the applicable transaction;
• the market price per share of the class of  securities subject to the transaction
immediately prior to the tr ansaction, reverse split ad justed, if necessary; and
• the current market price per share of the class of securities subject to the
transaction, reverse split adjusted, if necessary.
7. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure comparing:

Keith A. Meister
American Real Estate Partners, L.P.
July 18, 2007  Page 6
• the number of shares outstanding prior to the convertible note
transaction that are held by persons other than the selling shareholders,
affiliates of the company, and affiliates of the selling shareholders;
• the number of shares registered for re sale by the selling shareholders or
affiliates of the selling shareholders in prior registration statements;
• the number of shares registered for re sale by the selling shareholders or
affiliates of the selling shareholders that continue to be held by the selling shareholders or affiliates of the selling shareholders;
• the number of shares that have been so ld in registered resale transactions
by the selling shareholders or affiliates of the selling shareholders; and
• the number of shares registered fo r resale on behalf of the selling
shareholders or affiliates of the selling shareholders in the current transaction.
In this analysis, the calculation of th e number of outstanding shares should
not include any securities  underlying any outstanding convertible securities,
options, or warrants.
8. Please provide us, with a view toward di sclosure in the prospectus, with the
following information:
• whether the issuer has th e intention, and a reason able basis to believe
that it will have the financial ability, to make all payments on the overlying securities; and
• whether – based on information obtained from the selling shareholders – any
of the selling shareholders have an existing short position in the company’s
common stock and, if any of the selling shareholders have an existing short
position in the company’s stock, the following additional information:
o the date on which each such selling sh areholder entered into that short
position; and
o the relationship of the date on which each such selling shareholder entered into that short position to the date of the announcement of the
convertible note transaction and the f iling of the registration statement,
e.g., before or after the announcem ent of the convertible note
transaction, before the filing or af ter the filing of the registration
statement, etc.

Keith A. Meister
American Real Estate Partners, L.P.
July 18, 2007  Page 7
9. Please provide us, with a view toward disclosure in the prospectus, with:
• a materially complete description of the relationships and arrangements that
have existed in the past three years or  are to be performed in the future
between the issuer, or any of its predecessors, and the selling shareholders,
any affiliates of the selling sharehol ders, or any person with whom any
selling shareholder has a contractual relationship regarding the transaction,
or any predecessors of those pers ons – the information provided should
include, in reasonable detail, a comp lete description of the rights and
obligations of the parties in connecti on with the sale of the convertible
notes; and
• copies of all agreements between the issuer, or any of its predecessors, and
the selling shareholders, any affiliates of the selling shareholders, or any
person with whom any selling share holder has a contractual relationship
regarding the transaction, or any predecessors of those persons, in
connection with the sale of the convertible notes.
If it is your view th at such a description of the relationships and arrangements
between and among those parties already is presented in the prospectus and that all agreements between and/or among those parties are included as exhibits to
the registration statement, please provide us with confirmation of your view in
this regard.
10. Please provide us, with a view toward disclosure in the prospectus, with a
description of the method by which th e company determined the number of
shares it seeks to register in connection w ith this registration statement.  In this
regard, please ensure that the number of shares registered in the fee table is consistent with the shares listed in the Stock Ownership of Management and
Principal Stockholders section and the Selling Stockholders section of the
prospectus.
11. We note that the Lear Corporation sh areholders have voted down your buyout
offer.  Please disclose this fact in this registration statement and thoroughly
revise the registration statement in all th e applicable locations to account for this
recent development.  In this regard, please discuss your plans regarding the Lear Corporation going forward.

Selling Securityholders, page 36
12. With respect to the shares to be offered for resale by each selling securityholder that is a legal entity, plea se disclose the natural pers on or persons who exercise

Keith A. Meister
American Real Estate Partners, L.P.
July 18, 2007  Page 8
the sole or shared voting or dispositive powers with respect to the securities to be offered by that securityholder.

Incorporation of Certain Docu ments by Referenc