SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

August 16, 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 response letter dated July 9, 2010 and have the following
additional comment.  In our comment, we may ask you to provide us with information so we
may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comment applies to your facts a nd circumstances, please tell us why in your
response.
 After reviewing the information you provide in  response to this comment, we may have
additional comments.   Form 10-K for the fiscal year ended December 31, 2009

Item 11. Executive Compensation, page 191
 Ragone Employment Agreement, page 202

1. We have reviewed your response to comm ent 9 from our letter dated June 23, 2010
regarding the discretionary bonus of $1,150,000 awar ded to Mr. Ragone.  Please tell us if
the compensation committee used any perfor mance targets in assessing Mr. Ragone’s
bonus.  If so, please discuss those target s and how they compared with actual

Dominick Ragone
Icahn Enterprises, L.P. August 16, 2010 Page 2
performance.  In addition, please identify the “unique skil ls” necessary to promote long-
term performance that the committee consider ed in awarding the discretionary bonus.

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 comment, please provide 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.

Please contact Kristina Aberg, Attorney-A dvisor, at 202.551.3404 or Karen Garnett,
Assistant Director, at 202.551.3785 with any questions.
         S i n c e r e l y ,

Kevin Woody Accounting Branch Chief