SEC Comment Letter for ICAHN ENTERPRISES L.P. (IEP) (CIK 0000813762) (IEP) — May 25, 2016

ICAHN ENTERPRISES L.P. (IEP) (CIK 0000813762)
Date: May 25, 2016 · CIK: 0000813762 · Accession: 0000000000-16-078028

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File numbers found in text: 001-09516

Date

May 25, 2016

Author

/s/ Karl Hiller

Form

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Company

ICAHN ENTERPRISES L.P. (IEP) (CIK 0000813762)

Letter

May 25, 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 completed our review of your filings. We remind you that our comments or changes to disclosure in response to our comments do not foreclose the Commission from taking any action with respect to the company or the filing s 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. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the information the Secur ities Exchange Act of 1934 and all applicable rules require.

Sincerely,
/s/ Karl Hiller

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May 25, 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 completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Secur ities Exchange Act of 1934 and all applicable rules require.

        Sincerely,

        /s/ Karl Hiller

        Karl Hiller
        Branch Chief

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