SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

June 23, 2010

Via U.S. Mail and Facsimile 917.591.3412

 Dominick Ragone Chief Financial Officer of Icahn Enterprises G.P. Inc., the General Partner of Icahn Enterprises
L.P.
Icahn Enterprises L.P. 767 Fifth Avenue, Suite 4700 New York, NY  10153
Re: Icahn Enterprises L.P.
Form 10-K for Fiscal Year  Ended December 31, 2009
  Filed March 3, 2010   File No. 1-9516
Dear Mr. Ragone:

We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your facts and circumstances, please tell
us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
 Form 10-K for the fiscal year ended December 31, 2009

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Liquidity and Capital Resources, page 83

 Contractual Commitments, page 85

1. Please tell us why the funding requirem ents beyond 2014 for your Pension and other
postretirement benefit plans are not available.   It appears that as  of December 31, 2009,

Dominick Ragone
Icahn Enterprises, L.P. June 23, 2010 Page 2
you were able to determine the projected bene fit payments applicable for your majority
investment in Federal-Mogul Corporation, wh ich includes obligations for the five years
following 2014 totaling $735 million as of December 31, 2009.
2. We note that the maturity for Securities so ld, not yet purchased are not subject to
contracts and therefore you have concl uded that such amounts cannot be properly
estimated for inclusion within the contractual obligations table.  With regard to such
repurchase agreements, please tell us your acc ounting policy for such obligations (i.e.,
whether you account for any of those agreements  as sales or collate ralized borrowings for
accounting purposes in your financial statem ents) and the amounts involved.  Within
your response, please quantify th e amount of contracts that ha ve been accounted for as
either collateralized borrowings  or sales and tell us how the lack of contractual maturity
effects your application of your accounting policy.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 Automotive, page 99

 Foreign Currency Risk, page 99

3. Considering that fluctuations may vary signi ficantly by currency, in fu ture filings please
provide disclosure indicating the currenci es for which your Automotive segment is
primarily exposed, as well as a sensitivity an alysis for each currenc y that may have an
individually significant imp act on future earnings.

Item 8. Financial Statements and Supplementary Data
 Consolidated Statements of Cash Flows, page 107

4. Please tell us how your presentation of Cash flows from operating activities, which
begins with Income (loss) from conti nuing operations and not Net income (loss),
complies with FASB Accounting Sta ndards Codification (ASC) 230-10-45-28.

Item 11. Executive Compensation, page 191
5. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please tell us  of the basis for your conclu sion that disclosure is not
necessary, and describe the process y ou undertook to reach that conclusion.
Compensation Discussion and Analysis, page 191
6. We note that you have identified Messrs. Ic ahn, Meister, Ragone and Shea as your named
executive officers for 2009.  Please tell us what  consideration you gave in deciding not to
include Mr. Vincent J. Intrieri  and members of your subsidia ries’ senior management as
named executive officers.  Please refer to It em 402(a)(3) and the instructions thereto.

Dominick Ragone
Icahn Enterprises, L.P. June 23, 2010 Page 3

Summary Compensation Table, page 194

7. Please tell us how you calculated the $1,229,743 sa lary amount paid to Mr. Meister in
2009.  Footnote (4) to the table indicates that his salary fo r 2009 consisted of an annual
salary of $300,000 plus a Net Target Special  Profits Interest Amount of $887,435, which
would be a total of $1,187,435.  Also, please explain why you included the Net Target
Special Profits Interest Amount in Mr . Meister’s base sa lary column.
8. We refer to footnote (4) to the Summary Co mpensation Table and note that Mr. Meister
received other compensation of $2,306,777 as a per centage of Net Specia l Profits Interest
Allocation. Please tell us the amount of the Net Special Profits Interest Allocation for
2009 and how you calculated this amount. Confirm for us that you will include similar disclosure in future filings.  In addition, as discussed on page 201, it appears that Mr.
Meister received a one-time payment of $3,427,6 62 in 2009.  Please tell us where in the
Summary Compensation Table this has been disclosed, or why it has been omitted.
Ragone Employment Agreement, page 202

9. We note that for fiscal 2009, Mr. Ragone  received a discretionary bonus of $1,150,000
and an additional special bonus of $195,925 pursu ant to the terms of his employment
agreement.  Please tell us the factors consid ered by the board in determining the amount
of discretionary bonus, and tell us how the sp ecial bonus amount was calculated.  For the
special bonus, we note that sp ecified deductions are taken fr om a baseline bonus amount.
Please clarify how the baseline amount was established, and discuss the deductions and
any other factors that were considered in determining the bonus am ount.  Confirm for us
that you will include similar disc losure in your future filings.

Item 12. Security Ownership of Certain Be neficial Owners and Management…, page 208
10. We refer to the beneficial ownership table.  Footnote 1 to the table and disclosure on page
1 of the 10-K states that Mr. Icahn, through affiliates, is the owner of 68,644,590
depositary units. The table, however, notes th at Mr. Icahn is the beneficial owner of
74,792,659 depositary units.  Please advise. If the table reflects holdings of Icahn
Enterprises G.P. Inc., please provide with your response a table that reflects the beneficial
ownership of Icahn Enterprises L.P.
11. We refer to the beneficial ow nership table and note that si x persons are included in “all
directors and executive officer s as a group.”  It would a ppear from your disclosure,
however, that this group should comprise se ven individuals, your six board members plus
Mr. Ragone, your chief financial officer.  Please confirm for us the correct number.

Dominick Ragone
Icahn Enterprises, L.P. June 23, 2010 Page 4  Item 14. Principal Accountant Fees and Services, page 211

12. Please confirm that you will revise future fili ngs to separately disclose audit fees and
audit-related fees billed in each of the last tw o fiscal years.  It appears that your current
disclosure combines these amounts.  Re fer to Item 9(e) of Schedule 14A.

Form 10-Q for period ended March 31, 2010
 Item 1. Financial Statements

 Notes to Consolidated Financial Statements

 1. Description of Business and Basis of Presentation

 Change in Reporting Entity, page 6

13. It does not appear that Mr. Icahn and his affiliates owned 100% of the interests in
American Railcar Industries, Inc. (“ARI”) and Viskase Companies, Inc. (“Viskase”)
immediately preceding the contribution of such companies’ controlling interests to you.
If Mr. Icahn and his affiliat es did not own 100% of the out standing interests in ARI and
Viskase prior to the company’s acquisition, pl ease tell us how you have accounted for
such non-controlling interests.  Please cite accounting literature relied upon.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. 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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Dominick Ragone
Icahn Enterprises, L.P. June 23, 2010 Page 5
You may contact Mark Raki p, Staff Accountant, at 202.551.3 573 or the undersigned at
202.551.3629 if you have questions regarding the co mments on the financial statements and
related matters.  Please c ontact Kristina Aberg, Attorney -Advisor, at 202.551.3404 or Karen
Garnett, Assistant Director, at  202.551.3785 with any other questions.
         S i n c e r e l y ,
Kevin Woody Accounting Branch Chief