SecProbe.io

August 29 , 2014

Via Facsimile
Keith Cozza
Chief Executive Officer
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
767 Fifth Avenue, Suite 4700
New York, NY 10153

Re: Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
Form 10-K for the Fiscal Year Ended December 31, 201 3
Filed  March 3, 2014
File No. 1-09516

Dear Mr. Cozza :

We have reviewed your filing an d have the following 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

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

General

1. News reports indicate that your subsidiary Federal -Mogul Corporation has a 50% interest
in a joint venture with Kamaz. The Kamaz website provides contact information for a
dealer in Cuba and agent in Sudan.   Additionally, on page 20 of the 10 -K, you indicate
that your majority -owned subsidiary Viskase Companies Inc. has responsibility for
distributing products through distributors in Africa and the Middle East, regions that
include Sudan and Syria.

Keith Cozza
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
August 29 , 2014
Page 2

 Cuba, Sudan and Syria are designated by the Dep artment of State as state sponsors of
terrorism, and are subject to U.S. economic sanctions and export controls.   Please
describe to us the nature and extent of your past, current, and anticipated contacts with
Cuba, Sudan and Syria, if any, whether throug h subsidiaries, affiliates, distributors,
partners, customers, joint ventures or other direct or indirect arrangements.   Your
response should describe any services, products, information or technology you have
provided to Cuba, Sudan or Syria, directly or indirectly, and any agreements, commercial
arrangements, or other contacts you have had with the governments of those countries or
entities controlled by their governments.

2. Please discuss the materiality of any contacts with Cuba, Sudan and Syria describe d in
response to the foregoing comment, and whether those contacts constitute a material
investment risk for your security holders.   You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period.   Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and share value.   Various state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do bus iness with U.S. -
designated state sponsors of terrorism.   Your materiality analysis should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associated with Cuba, Sudan and Syria.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 91

Discussion of Segment Liquidity and Capital Resources, page 115

Investments, page 115

3. We note your disclosure that the Investment Funds’ net notional exposu re was  13% as of
December 31, 2013. Please include clarifying disclosure to indicate  how you calculate the
percentages associated with the net, long, and short  exposures and specify how changes
in such measures impact your liquidity. In  doing so, please pr ovide to us the calculations
in support of your quantitative  disclosure.

Financial Statements, page 132

4. Please tell us why you have filed a separate audit report that opines on the  financial
statements of Federal -Mogul Corporation for the year ended December  31, 2011 as your

Keith Cozza
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
August 29 , 2014
Page 3

 auditor does not make reference in its current report to the audit  performed by this
auditor.

Note 6 - Investments and Related Matters, page 168

5. Please refer to FASB ASC 320 -10-50-9(e) and tell us how you complied with the
requi rement to disclose the portion of trading gains and losses for the period that  relates
to trading securities till held at the reporting date.

Executive Compensation, page 244

Compensation Discussion and Analysis, page 244

Compensation Components, page 245

6. You disclose  in your summary compensation table that Mr. Cho’s bonus increased by
approximately 80 percent from $400,000  in 2012  to $725,000  in 2013 .  You also disclose
Mr. Cozza received a $2,000,000 bonus  in 2013 .  Please enhance your disclosure to
explain generally, how bonus amounts are determined and specifically, how bonuses for
Messrs. Cho and Cozza were determined.  Please provide us with your proposed
disclosure in this regard.  Refer to Item 402(b)(1)(v) of Regulation S -K.

Summary Compensat ion Table, page 247

7. You disclose in  your summary compensation table that Mr. Ninivaggi’s base salary
increased approximately 200 percent from $742,500 in 2012 to $2,205,345 in 2013.  You
also disclose that “ [b]ase salaries for executive officers are determined based on job
performance, job responsibilities and teamwork. In addition, we have also entered into
employment contracts with… Daniel A. Ninivaggi …”  Please enhance your disclosure to
explain the reasons fo r this increase in Mr. Ninivaggi’ s salary and provide us your
proposed disclosure in this regard.  In your proposed disclosure, please also discuss how
Mr. Cozza’s base salary was determined.  Refer to  Item 402(b)(1)(v) of Regulation S -K.

Closing Comments

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 Exchange Act of
1934 and all applicable Exchange 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 t he disclosures they have made.

Keith Cozza
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
August 29 , 2014
Page 4

  In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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  federal securities laws of the United States.

You may contact Jenifer Gallagher  at (202) 551 -3706  or John Cannarella  at (202) 551 -
3337  if you have questions regarding comments on the financial s tatements.  Please contact
Angie Kim  at (202) 551 -3535  or, in her absence,  Norman Von Holtzendorff  at (202) 551 -3237
with any other questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director