Exhibit 3.1

                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                       AMERICAN REAL ESTATE PARTNERS, L.P.

         This Certificate of Limited Partnership of American Real Estate
Partners, L.P. (the "Partnership"), dated February 13, 1987, is being duly
executed and filed by American Property Investors, Inc., as sole General
Partner, to form a limited partnership under the Delaware Revised Uniform
Limited Partnership Act (6 Del. C.ss.17-101 et seq.).

         1.   The name of the limited partnership formed hereby is American Real
              Estate Partners, L.P.

         2.   The address of the registered office of the Partnership in the
              State of Delaware is c/o The Corporation Trust Company, 1209
              Orange Street, Wilmington, New Castle County, Delaware 19801, and
              the name and address of the registered agent for service of
              process on the Partnership in the State of Delaware is The
              Corporation Trust Company, 1209 Orange Street, Wilmington, New
              Castle County, Delaware 19801.

         3.   The name and mailing address of the sole general partner of the
              Partnership is:

                           American Property Investors, Inc.
                           666 Third Avenue
                           New York, New York 10017

         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Limited Partnership as of the date first above written.


                                 GENERAL PARTNER

                                 AMERICAN PROPERTY INVESTORS, INC.

                                 By: /s/
                                     _________________________________
                                     Vice President