AMERICAN REAL ESTATE INVESTMENT CORP
424B3, 1999-01-27
REAL ESTATE INVESTMENT TRUSTS
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                                   SUPPLEMENT
                                       TO
                       PROSPECTUS DATED NOVEMBER 20, 1998
                                45,434 SHARES OF
                  AMERICAN REAL ESTATE INVESTMENT CORPORATION
                                  COMMON STOCK
                                $0.001 PAR VALUE
 
    An aggregate 45,434 shares of the Company's Common Stock are being
transferred by one of the Selling Security Holders to one or more brokerage
accounts on January 27, 1999. The closing sales price of the Company's Common
Stock on January 25, 1999 as reported by the American Stock Exchange was $13.00
per share.
 
    All of the 45,434 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.
 
                            ------------------------
 
           The date of this Prospectus Supplement is January 27, 1999


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