SecProbe.io

October 6 , 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.

Executive Compensation, page 244

Compensation Discussion and Analysis, page 244

Summary Compensation Table, page 247

1. We note your response to prior comment 7 that the increase in Mr. Ninivaggi’s base
salary from $742,500 in 2012 to $2,205,345 in 2013  was “primarily due to Mr.
Ninivaggi's increasing job responsibilities with respect to t he Company and its
subsidiaries .”  You also state in this response that “ [d]uring 2013, Mr. Cozza received a

Keith Cozza
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
October 6 , 2014
Page 2

 salary of $1,019,240 which was determined based on various fac tors, including, but not
limited to, overall job performance, including performance against corporate and
individual objectives, job  responsibilities and teamwork.”   Please enhance your proposed
disclosure regarding Mr. Ninivaggi’s “increasing responsibilities” and how these
responsibilities resulted in his base  salary determination for 2013.   Similarly , please also
elaborate upon the “various factors”  considered in determining Mr. Cozza’s base salary
and how these factors resulted in his base s alary determination.  Please further discuss
specific items of corporate performance that were taken into account in setting Messrs.
Ninivagg a and Cozza’s base salary.  Refer to  Item 402(b)(1)(v i) and (vii)  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 compa ny 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.

 In responding to our comments, please provide  a written statement from the co mpany
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 Cann arella  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