AMERICAN REAL ESTATE INVESTMENT CORP
8-K, 1998-01-23
REAL ESTATE INVESTMENT TRUSTS
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                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549




                                 FORM 8-K

                              CURRENT REPORT


                  Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934


    Date of report (Date of earliest event reported):  January 9, 1998


                AMERICAN REAL ESTATE INVESTMENT CORPORATION
          (Exact Name of Registrant as Specified in its Charter)


<TABLE>
<CAPTION>
             Maryland                            1-12514                          84-1246585
          (State or Other                      (Commission                       (IRS Employer
          Jurisdiction of                     File Number)                    Identification No.)
          Incorporation)
<S>                                <C>                                <C>


                                    620 W. Germantown Pike, Suite 200
                                  Plymouth Meeting, Pennsylvania 19462
                           (Address of Principal Executive Offices)(Zip Code)

                           Registrant's telephone number, including area code:
                                             (610) 834-7950
</TABLE>



<PAGE>
ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.
         ______________________________________

               On  January 9, 1998, the Registrant announced in a press release
          attached hereto  as Exhibit 99.1 and incorporated herein by reference
          the acquisition of  seven  industrial  properties  totaling 1,739,055
          square feet for approximately $61 million.

               On January 13, 1998, the Registrant announced in a press release
          attached hereto as Exhibit 99.2 and incorporated herein  by reference
          the  sale  of  a 300 unit multi-family residential property known  as
          Americana Lakewood Apartments for a gross sale price of $15,066,000.


ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
         ____________________________________________________________________

          (b)  PRO FORMA FINANCIAL INFORMATION.
         ______________________________________

               It is impracticable  to  file  with  this Form 8-K the financial
          statements and pro forma financial information  required by this Item
          7 with regard to the acquisitions and disposition described in Item 2
          above.   Those  financial  statements  and  that pro forma  financial
          information will be filed by amendment to this  Form  8-K  as soon as
          practicable  and,  in  any  event,  within 60 days after the required
          filing date for this Form 8-K.


          (c)  EXHIBITS.
          

               99.1 Press release dated January 9, 1998

               99.2 Press release dated January 13, 1998




<PAGE>
                                SIGNATURES

               Pursuant to the requirements of  the  Securities Exchange Act of
          1934, the Registrant has duly caused this Report  to be signed on its
          behalf by the undersigned, thereunto duly authorized.

                                        AMERICAN REAL ESTATE INVESTMENT
                                          CORPORATION


          Date:  January 23, 1998       By /s/ JEFFREY E. KELTER
                                           _______________________
                                           Jeffrey E. Kelter
                                           President






                                            EXHIBIT 99.1
AMERICAN  REAL  ESTATE  INVESTMENT  CORPORATION  ACQUIRES  SEVEN
INDUSTRIAL PROPERTIES FOR $61 MILLION

PLYMOUTH  MEETING,  PA,  Jan.  9,  1998.   American  Real Estate Investment
Corporation   (AMEX:REA)  announced  today  that  it  has  acquired   seven
industrial properties  totaling 1,739,055 square feet for approximately $61
million.

These  acquisitions,  located  in  Eastern  Pennsylvania,  consist  of  the
following properties:

- -   101  Commerce  Drive,   Mechanicsburg,   PA,   a  597,000  square  foot
refrigerated  warehouse/distribution  center  on 48 acres,  net  leased  to
Hershey Foods Corporation through 2012.

- -   One Philips Drive, Mountain Top, PA, a 400,000  square  foot  warehouse
distribution  center  on 28.7 acres, 100% net leased to Philips Electronics
Corporation through 2007.

- -   One  and  Two  Tabas  Lane,   Exton,   PA,   two  150,000  square  foot
warehouse/distribution facilities on 20 acres. These  properties  are  100%
net  leased  by  International  Envelope and Alstrip, Inc. through 2007 and
2011.

- -   1057  and  1091  Arnold  Road,  Reading,  PA,  a  219,000  square  foot
warehouse/distribution  center on 29 acres,  100%  net  leased  to  Premium
Beverage  Packers,  Inc.  through   2000   and   a   133,055   square  foot
warehouse/distribution  center  on 28 acres 100% net-leased by the  Glidden
Company through 2001.

- -    1305  Goshen  Road,  West  Chester,   PA,   a   90,000   square   foot
warehouse/distribution  facility  on 10.2 acres.  This building is 100% net
leased to Yves Rocher, Inc. through 2000.

"These    properties   are   state-of-the-art    distribution    facilities
strategically  located  on  major  highways  with  expected  initial yields
averaging  10.7%  and  remaining  lease terms averaging 7 years with  large
credit tenants.  They represent the  initial  execution  on our strategy of
acquiring  institutional quality, logistics-driven facilities  serving  the
East Coast Population  Centers  and set the stage for accelerated growth in
this region" said Jeff Kelter, American's President.

American Real Estate Investment Corporation,  with headquarters in Plymouth
Meeting, Pennsylvania and regional offices in Franklin  Lakes,  New  Jersey
and Allentown, Pennsylvania, is a full service real estate company focusing
on  office  and  industrial  properties  in  the Mid-Atlantic and Northeast
States.  The Company currently has 24 properties  containing  more than 3.0
million square feet.  For more information, contact Jeff Kelter at 610-834-
3447 or Email: [email protected].

THIS  PRESS  RELEASE  MAY  CONTAIN STATEMENTS WHICH CONSTITUTE FORWARD  LOOKING
STATEMENTS WITHIN THE MEANING  OF  THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF  1995,  INCLUDING  STATEMENTS  REGARDING   THE  INTENT,  BELIEF  OR  CURRENT
EXPECTATIONS OF THE COMPANY, ITS DIRECTORS, OR ITS OFFICERS WITH RESPECT TO THE
FUTURE OPERATING PERFORMANCE OF THE COMPANY AND  THE  RESULT  AND THE EFFECT OF
LEGAL  PROCEEDINGS.   INVESTORS  ARE  CAUTIONED  THAT ANY SUCH FORWARD  LOOKING
STATEMENTS  ARE  NOT GUARANTEES OF FUTURE PERFORMANCE  AND  INVOLVE  RISKS  AND
UNCERTAINTIES, AND  THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE IN THE
FORWARD LOOKING STATEMENTS  AS  A RESULT OF VARIOUS FACTORS.  IMPORTANT FACTORS
THAT  COULD CAUSE SUCH DIFFERENCE  ARE  DESCRIBED  IN  THE  COMPANY'S  PERIODIC
FILINGS  WITH  THE  SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE COMPANY'S
FORM 10-K AND QUARTERLY REPORTS ON FORM 10-Q.



                                            EXHIBIT 99.2

AMERICAN  REAL  ESTATE  INVESTMENT CORPORATION ANNOUNCES SALE OF
AMERICANA LAKEWOOD APARTMENTS

PLYMOUTH MEETING, PA, Jan.  13,  1998.   AMERICAN  REAL  ESTATE  INVESTMENT
CORPORATION  (AMEX:  REA)  announced  today  that it sold a 300 unit multi-
family  residential  property  known as the Americana  Lakewood  Apartments
located  in  the metropolitan Denver  area  for  a  gross  sales  price  of
$15,066,000 to  Skyline  Rentals,  Ltd.  Hendricks  & Partners brokered the
transaction.   The  Americana  Lakewood Apartments located  at  12598  West
Dakota Avenue in Lakewood, Colorado was constructed in 1985.

Certain cash proceeds from the sale  were  used  to pay off the outstanding
principal balance of the first mortgage loan which  was  collateralized  by
the Americana Lakewood Apartments and to pay closing fees and costs related
to this transaction.  The Company intends to redeploy the net cash proceeds
from the sale.

American  Real Estate Investment Corporation, with headquarters in Plymouth
Meeting, Pennsylvania  and  regional  offices in Franklin Lakes, New Jersey
and Allentown, Pennsylvania, is a full service real estate company focusing
on  office  and industrial properties in  the  Mid-Atlantic  and  Northeast
States.  The  Company  currently has 24 properties containing more than 3.0
million square feet.  For  more information contact Jeff Kelter at 610-834-
3447 or Email: [email protected].


THIS PRESS RELEASE MAY CONTAIN  STATEMENTS  WHICH  CONSTITUTE  FORWARD  LOOKING
STATEMENTS  WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM  ACT
OF  1995,  INCLUDING   STATEMENTS  REGARDING  THE  INTENT,  BELIEF  OR  CURRENT
EXPECTATIONS OF THE COMPANY, ITS DIRECTORS, OR ITS OFFICERS WITH RESPECT TO THE
FUTURE OPERATING PERFORMANCE  OF  THE  COMPANY AND THE RESULT AND THE EFFECT OF
LEGAL  PROCEEDINGS.  INVESTORS ARE CAUTIONED  THAT  ANY  SUCH  FORWARD  LOOKING
STATEMENTS  ARE  NOT  GUARANTEES  OF  FUTURE  PERFORMANCE AND INVOLVE RISKS AND
UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER  MATERIALLY FROM THOSE IN THE
FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS.   IMPORTANT  FACTORS
THAT  COULD  CAUSE  SUCH  DIFFERENCE  ARE  DESCRIBED  IN THE COMPANY'S PERIODIC
FILINGS  WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING  THE  COMPANY'S
FORM 10-K AND QUARTERLY REPORTS ON FORM 10-Q.




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