SecProbe.io

August 1, 2017

SungHuan Cho
Chief Financial 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 Fiscal Year Ended December 31, 2016
Filed March 1, 2017
File No. 333 -118021 -01

Dear Mr. Cho :

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 these comments  within ten busine ss days by 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 Fiscal Year Ended December 31 , 2016

Item 7. Management’s Discussion and Analysis  of Financial Condition and Results of
Operations

Results of Operations , Investment, page 108

1. We note your disclosure of returns and performance attribution for the results of
operations  for your Investment Funds se gment and it appears this disclosure does not
comply with Item 303 of Regulation S -K.  For example, there does not appear to be
analysis linking these metrics to the changes in the results of operations for this segment,
there does not appear to be a suffi cient analysis of the factors underlying changes in these
key metrics, and there is no discussion of known trends or uncertainties.  Please also note
that prefacing a reference to the source  or sources  of changes with the word "primarily"
obscures the abil ity of the reader to identify the material sources  of the change.  Please

SungHuan Cho
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
August 1, 2017
Page 2

 provide us with proposed revisions to your disclosure to quantify and provide analysis of
the impact of each material factor impacting your Investment Funds results of operations
to provide better insight into the underlying reasons behind the changes in your results
and known trends and uncertainties.  Please also reference Section III.D of Release No.
33-6835 and Section III.B of Release No. 33 -8350.

Liquidity and Capital Resourc es, page 120

2. Refer to the tabular presentation and discussion of Consolidated Cash Flows on page 123.
Please expand to also include tabular and narrative discussion for each year in which
statements of cash flows are presented.  In this regard, your current disclosure  only
encompassed the most recent fiscal year rather than the three -year period ended
December 31, 2016.  Please see Instruction 1 of Item 303(A) of Regulation S -K.

We remind you that the company and its management are responsible for the accuracy
and a dequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Beverly A. Singleton at (202) 551 -3328 or me at (202) 551 -3379  with
any questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure