SecProbe.io

September 19, 2012

Via E -mail
Daniel A. Ninivaggi
President and Principal  Executive Officer
Icahn Enterprises L.P.
767 Fifth Avenue – Suite 4700
New York, NY 10153

Re: Icahn Enterprises L.P.
  Registration Statement on Form S-4
Filed  September 5, 2012
  File No.  333-183728 & -01 to -02

Dear Mr. Ninivaggi :

We have limited our review of your registration 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 believe 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 registration 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 offering of 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 Stanle y & Co. Inc., SEC No -Action Letter (June 5, 1991)
and Sherman & Sterling, SEC No -Action Letter (July 2, 1993).  Accordingly, with the
next amendment, please provide us with a supplemental letter stating that you are
registering the exchange offer in relian ce on our position contained in these letters and
include the representations contained in the Morgan Stanley and Sherman & Sterling no -
action letters.

Daniel A. Nin ivaggi
Icahn Enterprises L.P.
September 19, 2012
Page 2

 Exhibit 5.1

2. Refer to the second paragraph on page 2.  The language “but without our having made
any special investigation as to the applicability of any specific law, rule or regulation” is
an inappropriate limitation on the scope of the legality opinion.  Please have  counsel
revise accordingly.

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules r equire.   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 you request  acceleration of the effective date
of the pending registration statement please provide a written statement from the company
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 t o 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 effect iveness 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 requests for  acceleration .  We will consider a
written request for acceler ation 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.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Daniel A. Nin ivaggi
Icahn Enterprises L.P.
September 19, 2012
Page 3

 Please contact Nolan McWilliams  at (202) 551 -3217  or me at (202) 551 -3469  with any
questions  you may have .

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief

cc: Julie M. Allen, Esq.
 Proskauer Rose LLP