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AMERICAN REAL ESTATE INVESTMENT CORPORATION
1670 Broadway - Suite 3350
Denver, Colorado 80202
(303) 869-4700
November 12, 1997
Securities and Exchange Commission
450 Fifth Street, Northwest
Washington, DC 20549
Re: AMERICAN REAL ESTATE INVESTMENT CORPORATION
FILE NO. 333-39703
Gentlemen:
Pursuant to Rule 477(a) under the Securities Act of 1933, as amended (the
"Securities Act"), the undersigned, the agent for service with respect to the
above Registration Statement, hereby respectfully requests that the Commission
consent to the withdrawal of the Registration Statement on Form S-4 of American
Real Estate Investment Corporation, File No. 333-39703.
The reasons for the requested withdrawal of the Registration Statement are
that the securities proposed to be registered will be sold in reliance upon the
exemption from the registrations requirements of the Securities Act pursuant to
Section 4(2) thereof.
Very truly yours,
American Real Estate Investment Corporation
By: /s/ Evan Zucker
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Evan Zucker, Agent for Service
