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                                                                     EXHIBIT A-2

                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                           PURSUANT TO 18 U.S.C. 1350
                (SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

    I, Carl C. Icahn, Chairman of the Board (principal executive officer) of
American Property Investors, Inc., the General Partner of American Real Estate
Partners, L.P. (the 'Registrant'), certifies that to the best of my knowledge,
based upon a review of the American Real Estate Partners, L.P. Quarterly Report
on Form 10-Q for the period ended June 30, 2002 of the Registrant (the
'Report'):

        (1) The Report fully complies with the requirements of Section 13(a) of
    the Securities Exchange Act of 1934, as amended; and

        (2) The information contained in the Report fairly presents, in all
    material respects, the financial condition and results of operations of the
    Registrant.

                                                   /s/ CARL C. ICAHN
                                           .....................................
                                                   NAME: CARL C. ICAHN
                                                  CHAIRMAN OF THE BOARD

Date: August 14, 2002