SecProbe.io

May 23 , 2013

Via E -mail
Daniel A. Ninivaggi
President and Chief 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-3
Filed  May 3 , 201 3
  File No.  333-188360

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 there are outstanding comments on your Annual Report on Form 10 -K for the
fiscal year ended December 31, 2012 . Please note that all comments must be resolved
before we act on a request for acceleration  regarding your Form S -3.

Registration Statement Cover Page

2. We note your disclo sure in footnote 5  to the Calculation of Registration Fee table that
you are applying the filing fee of $44,640 associated with the unsold securities under
your registration s tatement on Form S -3 (No. 333 -158705) against the total filing fee for
this registration statement.   In accordance with Rule 415(a)(6) of the Securities Act of
1933, p lease revise to disclose the number of unsold securities covered by the earlier
registrat ion statement that are being included in this registration statement .

Daniel A. Ninivaggi
Icahn Enterprises L .P.
May 23 , 2013
Page 2

 Exhibit 5.1

3. Please revise paragraph  (a) on page 2  of the opinion to  have counsel  also opine that the
depositary units, when sold, will entitle their holders to the rights specified in  the
depositary agreement .

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 require.   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 ef fective, 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 to delegated authority, in
declaring the filing effective, does not relieve the company from its f ull responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration 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. Ninivaggi
Icahn Enterprises L .P.
May 23 , 2013
Page 3

 Please contact Ada D. Sarmento at (202) 551-3798 or me at (202) 551-3469  with any
questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief

cc: Via E -mail
 Julie M. Allen , Esq.