SecProbe.io

February 14, 2012
 Via E-mail

Dominick Ragone  Chief Financial Officer Icahn Enterprises L.P. 767 Fifth Avenue, Ste. 4700 New York, NY 10153
Re: Icahn Enterprises L.P.
  Registration Statement on Form S-4
Filed January 20, 2012
  File No. 333-179109

Dear Mr. Ragone:
 We have limited our review of your registra tion statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note that you are registering the 8% Senior Notes due 2018 in reliance on our
position enunciated in Exxon Capital Holdings  Corp., SEC No-Action Letter (April 13,
1988).  See  also Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and
Sherman & Sterling, SEC No-Action Letter (Jul y 2, 1993).  Accordingly, with the next
amendment, please provide us with a supplem ental letter stating th at you are registering
the exchange offer in reliance on our position contained in these le tters and include the
representations contained in  the Morgan Stanley and Sherman & Sterling no-action
letters.

Dominick Ragone  Icahn Enterprises L.P. February 14, 2012 Page 2

 Signatures

2. Please revise the language preceding your signa tures to follow the language in Form S-4
and number your signature pages.
Exhibit 5.1

3. Counsel may examine any documents that it believes necessary to render its opinion.
Either delete the listing of documents that be gins on page 1 or revise  to also state that
counsel has examined all other documents necessary to render its opinion.

4. Please have counsel revise to remove the la st paragraph on page 4 of the legal opinion
because it contains an inappr opriate practice qualification.

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 incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Dominick Ragone  Icahn Enterprises L.P. February 14, 2012 Page 3

 Please contact Tonya K. Aldave at (202) 551-3601 or me at (202) 551-3642 with any
questions.
Sincerely,
   /s/ Loan Lauren P. Nguyen
Loan Lauren P. Nguyen   Special Counsel
 cc:  via E-mail

Julie Allen, Esq. Proskauer Rose LLP