UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____)
AMERICAN REAL ESTATE INVESTMENT CORPORATION
- ----------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value per share
- ----------------------------------------------------------------------------
(Title of Class of Securities)
029166 10 5
-------------------------
(CUSIP Number)
August 19, 1998
- -----------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1 of 5<PAGE>
_____________________________________________________________________________
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
New York State Common Retirement Fund
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
5 SOLE VOTING POWER
NUMBER OF 720,743
SHARES
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY -0-
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 720,743
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH -0-
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
720,743
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable [ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON*
EP
_____________________________________________________________________________
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<PAGE>
Item 1(a). Name of Issuer:
American Real Estate Investment Corporation, a Maryland
corporation
Item 1(b) Address of Issuer
620 W. Germantown Pike, Suite 200, Plymouth Meeting, Pennsylvania
19462
Item 2(a) Name of Person Filing
New York State Common Retirement Fund
Item 2(b) Principle Business Address of Person Filing
A.E. Smith State Office Building, Albany, NY 12236
Attention: Investments and Cash Management
Item 2(c) Citizenship
New York
Item 2(d) Title of Class of Securities
Common Stock, $.001 par value per share
Item 2(e) CUSIP Number
029166 10 5
Item 3 If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
or (c), check whether the person filing is a:
(f) [X] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F)
Page 3 of 5<PAGE>
Item 4 Ownership
(a) Amount Beneficially Owned: 720,743
(b) Percent of Class: 9.8%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 720,743
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of:
720,743
(iv) shared power to dispose or to direct the disposition of: 0
Item 5 Ownership of Five Percent or Less of a Class
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
Not Applicable
Item 8 Identification and Classification of Members of the Group
Not Applicable
Item 9 Notice of Dissolution of Group
Not Applicable
Page 4 of 5
<PAGE>
Item 10 Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not
held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is
true, complete and correct.
September 25, 1998
_____________________________
(Date)
/s/ John E. Hull
_____________________________
(Signature)
John E. Hull
Deputy Comptroller of
Investments & Cash Management
_____________________________
(Name/Title)
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