LAS VEGAS - Billionaire investor Carl Icahn is selling the Stratosphere and three other southern Nevada casinos to an affiliate of the Goldman Sachs investment firm for $1.3 billion.

Along with the Stratosphere, the tallest structure on the Las Vegas Strip, the sale announced yesterday includes two off-Strip Arizona Charlie's casinos and the Aquarius Casino Resort in the Colorado River resort town of Laughlin.

The deal between American Real Estate Properties Corp., a unit of Icahn's American Real Estate Partners LP, and Whitehall Street Real Estate Funds includes 17 acres of undeveloped land at the Stratosphere.

The Stratosphere is a 2,444-room hotel and a separate 1,149-foot tower resembling the Space Needle in Seattle. The Aquarius, formerly the Flamingo Laughlin, has about 1,900 rooms and is one of the largest hotels in Laughlin, about 100 miles south of Las Vegas.

"We believe that this sale represents an opportunity for American Real Estate Partners to take advantage of the current favorable market environment for gaming assets and to realize significant gains on our multiyear investment in the industry," Icahn, chairman and general partner of American Real Estate Partners, said in a statement.

American Real Estate and American Casino & Entertainment officials did not immediately respond yesterday to requests for additional comment. A spokeswoman for Goldman Sachs in New York declined comment.

American Real Estate Properties said it anticipated a gain of about $1 billion on its investments in American Casino & Entertainment.

Whitehall, of New York, is one of several private equity groups to become involved in Nevada casino ownership in recent years. The Nevada Gaming Commission licensed three Whitehall executives in June to share one seat on the board of a company that bought the Las Vegas Hilton. The corporate entity WH/LVH Managers Voteco LLC also was licensed in the Hilton deal.

Whitehall will need another license to take over the Stratosphere and the other casinos. Nevada Gaming Control Board member Mark Clayton said yesterday that as a current license holder, it might quickly gain approval.