SecProbe.io

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

      	December 20, 2007

Keith A. Meister
Principal Executive Officer
Icahn Enterprises, L.P.
767 Fifth Avenue, Suite 4700
New York, New York 10153

      Re:	Icahn Enterprises, L.P.
      Amendment No. 1 to Registration Statement on Form S-3
      Filed December 5, 2007
      File No. 333-143930

		Icahn Enterprises L.P. and co-registrants
		Amendment No. 1 to Registration Statement on Form S-4
		Filed December 5, 2007
		File No. 333-143929

Dear Mr. Meister:

         	We have reviewed your amended filings and have the
following comments. Where indicated, we think you should revise
your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.
Feel
free to call us at the telephone numbers listed at the end of this
letter.

Registration Statement on Form S-3

Convertible Notes, page 4
1. We note your response to comment two from our letter dated July
18, 2007 and revised disclosure on page four.  Please revise
Potential Required Payments to quantify the estimated amounts as
dollar values.  It appears that you could estimate the interest
range
and disclose the basis for any assumptions, such as LIBOR.  Please
revise or advise.
2. Also, please disclose the maximum potential profit, which
appears
to be $46.6 million.

Risk Factors, page 7

To service our indebtedness and pay distributions..., page 7
3. To place the risk in context, please revise to quantify the
approximate amount of debt coming due in the next two years.  In
this
regard, please revise where appropriate to disclose your response
to
the first bullet point of comment eight from our letter dated July
18, 2007.

Registration Statement on Form S-4
Part II

Item 22 Undertakings, page II-2
4. We note your response to comment 15 from our letter dated July
18,
2007.  Please provide the undertakings of Item 22 of Form S-4, or
advise.

*	*	*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Jim Lopez, Senior Staff Attorney, at (202)
551-
3536, Mara Ransom, Legal Branch Chief at (202) 551-3264, or me at
(202) 551-3720 if you have any questions regarding your filing or
this review.

Sincerely,

      H. Christopher Owings
      Assistant Director

cc:	Paula Corsaro
	Proskauer Rose LLP
      (Fax) (212) 969-2900

Keith A. Meister
Icahn Enterprises, L.P.
December 20, 2007
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