813762--3/16/2006--AMERICAN_REAL_ESTATE_PARTNERS_L

related topics

{gas, price, oil}

{personnel, key, retain}

{acquisition, growth, future}

{regulation, change, law}

{loan, real, estate}

{product, market, service}

{debt, indebtedness, cash}

{cost, regulation, environmental}

{control, financial, internal}

{tax, income, asset}

{cost, contract, operation}

Certain of our management are committed to the management of other businesses. Our failure to comply with the covenants contained under any of our debt instruments, including the indentures governing our outstanding notes, including our failure as a result of events beyond our control, could result in an event of default which would materially and adversely affect our financial condition. We may be subject to the pension liabilities of our affiliates. We are subject to the risk of possibly becoming an investment company. During 2004 and 2005, we identified three significant deficiencies in our internal control over financial reporting. If we were to discover other significant deficiencies in the future, including at any recently acquired entity, it may affect adversely our ability to provide timely and reliable financial information and satisfy our reporting obligations under federal securities laws, which also could affect our ability to remain listed with the New York Stock Exchange or the market price of our depositary units. Oil and gas prices are volatile. A decrease in oil and natural gas prices could have a material adverse effect on our business, financial condition, cash flows or results of operations. Prospects that we decide to drill may not yield gas or oil in commercially viable quantities. The marketability of our production is dependent upon gathering systems, transportation facilities and processing facilities that we do not control. We may experience difficulty finding and acquiring additional reserves and may be unable to compensate for the depletion of proved reserves. Our acquisition activities may not be successful. Our activities are subject to complex laws and regulations, including environmental laws and regulations, that can adversely affect the cost, manner and feasibility of doing business. We may be required to write down the carrying value of our properties. The gaming industry is highly regulated. The gaming authorities and state and municipal licensing authorities have significant control over our operations. Our acquisition of the Flamingo in Laughlin, Nevada and the Traymore site in Atlantic City, New Jersey may not be successful. We may be subject to environmental liability as an owner or operator of development and rental real estate. WPI may not be able to secure additional financing to meet its future needs. The home fashion industry is highly competitive and WPI s success depends on WPI s ability to compete effectively in the market.

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813762--3/16/2006--AMERICAN_REAL_ESTATE_PARTNERS_L_P