UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~WASHINGTON,~~UNITED ~~D.C. 20549~~STATES

~~FORM~~SECURITIES ~~8-K~~AND EXCHANGE COMMISSION

~~CURRENT~~WASHINGTON, ~~REPORT Pursuant~~D.C. ~~to Section 13 or 15(d) of the~~20549 ~~Securities Exchange Act of 1934~~

~~Date~~FORM ~~of Report (Date of Earliest Event Reported): July~~ 8~~, 2005~~-K

~~National~~CURRENT ~~Energy~~REPORT Pursuant ~~Group,~~to ~~Inc.~~Section 13 or 15(d) of the Securities Exchange Act of 1934

~~(Exact name~~ Date of ~~registrant~~Report as(Date ~~specified~~of inEarliest ~~its~~Event ~~charter~~Reported): January 5, 2006

Delaware		0-19136		58-1922764
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS EmployerIdentification No.)

National Energy Group, Inc.

~~1400~~(Exact ~~ONE~~name ~~ENERGY~~of ~~SQUARE~~registrant ~~4925~~as ~~GREENVILLE~~specified ~~DALLAS,~~in ~~TEXAS~~its ~~(Address of principal executive offices~~charter) ~~75206~~

~~Registrant’s~~Delaware ~~telephone~~(State ~~number,~~or ~~including~~other ~~area~~jurisdiction ~~code:~~of incorporation) 0-19136 (~~214~~Commission File Number) ~~692~~ 58-~~9211~~ 1922764 (IRS Employer Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


1400 ONE ENERGY SQUARE
4925 GREENVILLE
DALLAS, TEXAS		75206
(Address of principal executive offices)		(Zip Code)

oRegistrant’s telephone ~~Written~~number, ~~communication~~including ~~pursuant~~area ~~to Rule 425 under the Securities Act~~ code: (~~17 CFR 230.425~~214) 692-9211

oCheck ~~Soliciting~~the ~~material~~appropriate ~~pursuant~~box tobelow ~~Rule~~if ~~14a~~the Form 8-12K ~~under~~filing is intended to simultaneously satisfy the filing ~~Exchange~~obligation ~~Act~~of ~~(17~~the ~~CFR~~registrant ~~240.14a-12)~~under any of the following provisions:

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

oTABLE ~~Pre-commencement~~OF ~~communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~CONTENTS

Item 7.01 Regulation FD Disclosure.


	Item 7.01 Regulation FD Disclosure.
	Item 8.01 Other Events.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
	Exhibit Index
Notice of Action

ItemTable 8.01of Other Events.Contents

~~The Board of Directors of National Energy Group, Inc~~Item 7.01 ~~(the “Company”) today announced that on July~~Regulation 8,FD ~~2005 the Company received a proposal (the “Proposal”) from American Real Estate Partners, L~~Disclosure.~~P. (“AREP”), the holder of 50.1% of the Company’s outstanding shares, regarding a transaction~~ pursuant to which the existing shareholders of the Company, other than AREP, would receive $3.00 in cash in respect of each share of the Company’s common stock which they now own. Following such transaction, AREP and its subsidiaries would own 100% of the Company. AREP’s proposal has been submitted to the Company’s Board of Directors for consideration.

~~On July~~Item 8,.01 ~~2005,~~Other ~~the Company issued a press release announcing the receipt of the Proposal from AREP~~Events.

AOn January 5, ~~copy~~2006, National Energy Group, Inc. sent its stockholders a Notice of ~~the~~Action ~~press~~by Written ~~release~~Consent ~~and~~in ~~the~~Lieu ~~Proposal~~of ~~are~~Meeting ~~furnished~~of asStockholders ~~exhibits~~dated January 5, to2006, ~~this~~announcing ~~Current~~that, ~~Report.~~effective Inas ~~accordance~~of ~~with~~December 7, ~~General~~2005, ~~Instruction~~AREP ~~B.2~~Oil of& ~~Form~~Gas ~~8-K~~LLC, as the ~~information~~holder ~~set~~of ~~forth~~a inmajority of the ~~press release~~issued and outstanding shares of common stock of the ~~Proposal~~Company, isexecuted ~~deemed~~and delivered to bethe ~~“furnished”~~Company ~~and~~a ~~shall~~written consent ~~not~~in belieu ~~deemed~~of toa bemeeting ~~“filed”~~of ~~for purposes~~stockholders of the ~~Securities~~Company ~~Exchange~~approving ~~Act~~an ofAgreement ~~1934~~and Plan of Merger, dated as ~~amended~~of (December 7, 2005, by and among the ~~“Exchange~~Company, ~~Act~~AREP Oil & Gas, NEG IPOCO, Inc. (“Newco”) and American Real Estate Holdings Limited Partnership, pursuant to which, among other things, the Company will be merged with and into Newco.

~~Item~~ A 9copy of such notice is an exhibit to this Current Report.01 ~~Financial~~In ~~Statements~~accordance with General Instruction B.2 of Form 8-K, the information set forth in the press release is deemed to be “furnished” and ~~Exhibits~~shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

~~(c)~~Item 9.01 Financial Statements and Exhibits.

~~In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached~~ (c) Exhibits ~~are deemed to be “furnished” and not be deemed to be “filed” for purposes of the~~ ~~Exchange Act.~~

EXHIBIT
NUMBER		DESCRIPTION
99.1	—	Press Release dated July 8, 2005.
99.2	—	Letter to the Board of Directors of the Company from AREP, dated July 8, 2005.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit is deemed to be “furnished” and not be deemed to be “filed” for purposes of the Exchange Act.

Exhibit Index


EXHIBIT
NUMBER		DESCRIPTION
99.1	—	Notice of Action by Written Consent in Lieu of Meeting of Stockholders dated January 5, 2006

99.1		Press Release dated May 9, 2005.
99.2		Letter to the Board of Directors of the Company from AREP, dated July 8, 2005.

SIGNATURES

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


NATIONAL ENERGY GROUP, INC.
By:	/s/ Philip D. Devlin
	Name:	Philip D. Devlin
	Title:	Vice President, General Counsel and Secretary

Date: ~~July~~ January 85, ~~2005~~2006

EXHIBIT INDEX


EXHIBIT
NUMBER		DESCRIPTION
99.1	—	Notice of Action by Written Consent in Lieu of Meeting of Stockholders dated January 5, 2006

UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

ItemTable 8.01of Other Events.Contents

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