SecProbe.io

Mail Stop 3561
        May 20, 2011  Via Fax & U.S. Mail

 Mr. Dominick Ragone Chief Financial Officer 767 Fifth Avenue, Suite 4700 New York, New York 10153

Re: Icahn Enterprises L.P.
 Form 10-K for the fiscal year ended December 31, 2010
Filed March 8, 2011
  File No. 001-09516
Dear Mr. Ragone:

We have reviewed your filing and have th e following comments.  Unless otherwise
indicated, we think you should revise your document in future filings 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 necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at the end of th is letter.

Please respond to confirm that such comments will be complied with, or, if certain of the
comments are deemed inappropriate, advise the staff of your reason.  Your response should be
submitted in electronic form, under the label “corres p” with a copy to the staff.  Please respond
within ten (10) business days.  Form 10-K for the Year Ended December 31, 2010

 Selected Financial Data, page 66

1. Please revise future filings to include disclosure of cash distributions declared, per LP unit in the table of selected financial data.  See Item 301 of Regulation S-K.

Mr. Dominick Ragone Icahn Enterprises L.P.
May 20, 2011 Page 2

Management’s Discussion and Analysis

 - Liquidity and Capital Resources, page 93

2. We note your disclosure on page 39 that b ecause of the bankruptcies, the Predecessors
and Tropicana AC deferred renovations a nd capital improvements and Tropicana also
needs to make capital expenditures to comply with applicable laws and regulations.  Please revise future filings to disclose your  expected capital expenditures for the next
fiscal year.
 Audited Financial Statements

 Balance Sheet, page 111

3. We note you present a balance sheet which doe s not include separate  classification of
current assets and current liab ilities.  In light of your di sclosure on page 115 that you
conduct and plan to continue to conduct your activities in such a manner as not to be
deemed an investment company, and the fact  that a significant amount of your business
relates to the automotive, railcar, real es tate, home fashion and other industries, we
believe that it would be more appropriate for you to present a classified balance sheet.
Please revise future filings accordingly, or alternatively, tell us why you believe it is
appropriate to present a non-cl assified balance sheet.

4. We note you present accounts receivable as “net ” on the face of the balance sheet.  Please
tell us, and revise the notes to the financial statements in future filings to disclose the amount of the allowance for doubtful accounts at each period end for which a balance
sheet is presented.  Also, if material, please re vise future filings to include disclosure of
the activity in the allowance for doubtful acc ounts during each period.  See guidance in
ASC 310-10-50-4 and Rule 12-09 of Regulation S-X.

5. In future filings, if you present a classified  balance sheet, as reque sted in the comment
above, please revise to separately show a ll amounts included in the “accrued expenses
and other liabilities” li ne item that are over 5% of total current liabilities.  See Rule 5-
02.20 of Regulation S-X.
  Statements of Cash flows, page 114

6. We note that the adjustments to reconcile net income (loss) to net cash provided by
operating activities includes a line item titled “other, net.”  In light of the significance of this amount to total net cash provided by opera ting activities, please revise future filings
to separately disclose any significan t amounts included in this line item.
 Notes to the Financial Statements

– General

Mr. Dominick Ragone Icahn Enterprises L.P.
May 20, 2011 Page 3

7. We note from your disclosure on page 48 that ARI may be subject to significant warranty
claims in the future relating to workmanship and materials.  Please revise the notes to the financial statements in future filings to disclo se the existence of this potential liability as
well as the amount of the warra nty accrual at the end of each  period and any changes in
the accrual during the periods, if material.
 Note 3. Acquisitions

 – Investment in Tropicana, page 131

8. We note your disclosure that th e fair value of your equity interest in Tropicana was $251
million prior to the 668,000 shares purchased on November 15, 2010 and as a result of remeasuring your equity interest to fair value, you recognized a gain of $74 million.
Please explain to us how you determined the amount of the fair value of your equity interest in Tropicana prior to the November 15, 2010 purchas e.  Your response should
include the nature and amount of  all significant assumptions us ed in your analysis.  Also,
please provide us details as to how the $74 m illion gain was calculated and explain to us
why you believe you were able to purchase the Tropicana business at an amount that
resulted in a gain.

9. Please explain to us and disclose in future  filings, how you determined or calculated the
fair value of Tropicana non-controlling interests of $237 milli on at November 15, 2010.
 Note 8. Fair Value Measurements, page 149

10. We note your disclosure that in addition to items that are measured at fair value on a
recurring basis, there are also assets and liabi lities that are measur ed at fair value on a
nonrecurring basis which are not included in the tables above.  Please revise Note 8 in
future filings to include the disclosures re quired by ASC 820-10-50-5 in  a tabular format.
See guidance in ASC 820-10-50-8.
 Note 10.  Goodwill and Intangible Assets, Net, page 159

11. We note your disclosure that during the fourth  quarter of fiscal 2010, in conjunction with
the annual impairment test for goodwill and othe r indefinite-lived intangible assets, the
Automotive segment determined that the or iginal stepped-up values assigned to
trademarks and brand names had been oversta ted due to the improper inclusion of non-
branded sales in the basis for the trademarks  and brand names valuation and as a result
you decreased trademarks and brand names by $55 million based on a revised valuation, offset by an increase to goodwill of $35 million and a decrease to deferred tax liabilities
of $20 million. Please explain to  us why you believe it is appropriate to adjust goodwill
for this change in intangible valuation during 2010, rather th an record a charge to the
income statement.

Mr. Dominick Ragone Icahn Enterprises L.P.
May 20, 2011 Page 4

Note 12. Debt

– Debt Facilities – Gaming, page 168

12. We note your disclosure that Tropicana was in  compliance with all financial covenants as
of December 31, 2010.  Please revise future filings to include disclosure of all restrictive covenants related to the debt held by Tropicana.
 Note 13. Compensation Arrangements

– Automotive
– Stock Based Compensation, page 172

13. We note your disclosure that you revalued the deferred compensation agreement, which
was also amended and restated on March 23, 2010, at December 31, 2010, resulting in a
revised fair value of $7 million.  Please tell us , and disclose in future filings, the nature
and terms of the modifications made to the deferred compensation agreement in March 23, 2010 and explain to us if any incrementa l compensation expense was required to be
recognized at the time of the modification.
 Note 21. Commitments and Contingencies, page 192

14. We note from your disclosure on page 22 that as a result of the more than 80% ownership interest in you by Mr. Icahn’ s affiliates, you and your subsid iaries are subject to the
pension liabilities of all entities in which Mr . Icahn has a direct or indirect ownership
interest of at least 80% and if the plans were voluntarily terminated they would be
underfunded by approximately $103 million.  Please revise the notes to the financial statements in future filings to disclose this contingent liability.

********
 We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure in the
filing to be certain that the filing includes all information requi red under the Secu rities Exchange
Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and it s management are in possession of all facts
relating to a company’s disclosure, they are re sponsible for the accuracy and adequacy of the
disclosures they have made.     In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

Mr. Dominick Ragone Icahn Enterprises L.P. May 20, 2011 Page 5

‚ staff comments or changes to disclosure in re sponse 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 federal securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.    You may contact Claire Erlange r at (202)551-3301 or Jean Yu  at (202)551-3305 if you have
questions regarding comments on the financia l statements and related matters.

Sincerely,     Linda Cvrkel Branch Chief
   Via facsimile (646) 861-7585