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SUPPLEMENT
TO
PROSPECTUS DATED NOVEMBER 20, 1998
30,253 SHARES OF
AMERICAN REAL ESTATE INVESTMENT CORPORATION
COMMON STOCK
$0.001 PAR VALUE
An aggregate 30,253 shares of the Company's Common Stock are being
transferred by one of the Selling Security Holders to one or more brokerage
accounts on December 28, 1998. The closing sales price of the Company's Common
Stock on December 24, 1998 as reported by the American Stock Exchange was $15.00
per share.
All of the 30,253 shares of Common Stock described above are being
transferred by the Selling Security Holder to one or more brokerage accounts at
Charles Schwab & Co. Inc., as principal. The transferee has resold or will
resell such shares in the manner described under the "Method of Sale" section in
the Prospectus of which this Supplement forms a part. Any compensation in the
form of discounts, fees or commissions and any profits on the sales of such
shares may be deemed underwriting discounts or commissions.
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The date of this Prospectus Supplement is December 28, 1998.
