SecProbe.io

May 18, 2016
Mail Stop 4628

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 Enterprise s Holdings L.P.
Form 10-K for the Fiscal Year e nded December 31, 2015
Filed February 29, 2016
File No. 001-09516
File No. 333 -118021 -01

Dear Mr. Cozza :

We have limited our review  of your filing s to the financial statements and related
disclosures and 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 these comments  within ten busine ss days b y providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments , we may have  additional comments.

Form 10 -K for the Fiscal Year ended December 31, 2015

Business, page 1

The Icahn Strategy, page 2

1. We note your disclosure explaining that the year -end price of your depositary units
reflected an increase of approximatel y 1,024% over a sixteen year period, since January
1, 2000 (including reinvestment of distributions into additional depositary units and
taking into account in -kind distributions of depositary units), with comparison to the S&P
500, Dow Jones Industrial an d Russell 2000 indices, having increased approximately
89%, 122% and 178%, respectively, over the same period (including reinvestment of
distributions into those indices).

Keith Cozza
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
May 18, 2016
Page 2

 Please expand your disclosure to clarify your objective in presenting the measure of price
increase and comparison s and if similar measures would not reflect a  consistent pattern of
increase  during other timeframes within the sixteen year period, s uch as the three, five or
eight  preceding fiscal years, then please also address the range of divergence and  any
material anomalies that may be apparent in such other measures .

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.

 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 John Cannarella, Staff Accountant, at (202) 551 -3337 if you have
questions regarding our comments and related matters.  Please contact me at (202) 551 -3686
with any other questions.

Sincer ely,

        /s/ Karl Hiller

        Karl Hiller
        Branch Chief