STRATOSPHERE CORP
8-K, EX-99.3, 2000-10-03
OPERATIVE BUILDERS
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                                                                    EXHIBIT 99.3

[STRATOSPHERE CORPORATION LOGO]

                                                NEWS RELEASE
                                                STRATOSPHERE CORPORATION
                                                2000 LAS VEGAS BOULEVARD SOUTH
                                                LAS VEGAS, NEVADA 89104
                                                702-380-7777
                                                702-383-4733 (FAX)

[STRATOSPHERE TOWER LAS VEGAS LOGO]

FOR FURTHER INFORMATION CONTACT:
William Bischoff - (702) 383-5207

FOR IMMEDIATE RELEASE:
WEDNESDAY, SEPTEMBER 19, 2000

                STRATOSPHERE AGREES TO GOING PRIVATE TRANSACTION

LAS VEGAS, NV - STRATOSPHERE CORPORATION (OTC: STTC OB) announced today a
proposed going private transaction in which Stratosphere would be merged with a
newly-formed subsidiary of American Real Estate Partners ("AREP"), a partnership
whose interests are traded on the New York Stock Exchange, has been approved by
the independent director on its Board of Directors, who also serves as the
Committee to consider the transaction. Pursuant to the merger, shareholders of
Stratosphere who are not affiliated with Carl Icahn will receive $45.32 per
share. Mr. Icahn's companies, other than AREP, will receive $44.33 per share. It
is expected the transaction will close in early 2001.

Stratosphere also announced it would shortly acquire the ownership of the
shopping center, which exists within the Stratosphere Hotel and Casino and that
the funds necessary to buy the shopping center and to construct the planned
additions to the hotel site would initially be provided by AREP.

Stratosphere Corporation is a casino/hotel/entertainment complex located at the
north end of the Las Vegas Strip. The complex is centered around the
Stratosphere Tower, the tallest freestanding observation tower in the United
States.

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Certain information included in this press
release (as well as information included in oral statements or other written
statements made or to be made by the Company) contains statements that are
forward-looking, such as statements relating to plan for future expansion and
other business development activities as well as other capital spending,
financing sources and the effects of regulation (including gaming and tax
regulation) and competition. Such forward-looking information involves important
risks and uncertainties that could significantly affect anticipated results in
the future and, accordingly, such results may differ from those expressed in any
forward-looking statements made by or on behalf of the Company. These risks and
uncertainties include, but are not limited to, those relating to development and
construction activities, dependence on existing management, leverage and debt
service (including sensitivity to fluctuations in the interest rates), domestic
or global economic conditions, activities of competitors and the presence of new
or additional competition, fluctuations and changes in customer preferences and
attitudes, changes in federal or state tax laws of the administration of such
laws and changes in gaming laws or regulations (including the legalization of
gaming in certain jurisdictions). For more information, review the Company's
filings with the Securities and Exchange Commission, including the Company's
annual report on Form 10-K and certain registration statements of the Company.






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