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		May 2013 Comment Letter Response

Icahn Enterprises L.P.

June 6, 2013

VIA ELECTRONIC TRANSMISSION

Ms. Linda Cvrkel

Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:    Icahn Enterprises L.P.

Form 10-K for the fiscal year ended December 31, 2012

Filed on March 15, 2013

File No. 1-9516

Icahn Enterprises Holdings L.P.

Form 10-K for the fiscal year ended December 31, 2012

Filed on March 15, 2013

File No. 333-118021-01

Dear Ms. Cvrkel:

Reference is made to the comments of the Staff of the Securities and Exchange Commission (the “Staff”) in your letter dated May 22, 2013 with respect to the joint Annual Report on Form 10-K of Icahn Enterprises L.P. and Icahn Enterprises Holdings L.P. (collectively, the “Company”), for the fiscal year ended December 31, 2012 (the “Comment Letter”).

We are writing to respond to the comments contained in the Comment Letter.  For your convenience, the Staff's comments have been retyped below in boldface type, and the Company's responses are provided immediately after each comment.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 93

1.

 We note the disclosure on page 101 indicating that your Energy segment assesses its operating performance by comparing its refining margin against an industry refining margin benchmark and that refining margin is calculated as net sales minus costs of goods sold, exclusive of certain direct operating expenses and depreciation and amortization. We also note your discussion on page 101 and 102 indicating that refining margin is a non-GAAP measure that you believe is important to investors in evaluating the performance of your Energy segment's refineries as a general indication of the amount above your Energy segment's costs of product sold that it is able to sell refined products. We further note from your discussion on page that refining margin per barrel of crude oil throughput for the petroleum business was $28.39 for the period from May 5, 2012 through December 31, 2012 and refining margin adjusted for FIFO impact for CVR's petroleum business was $19.41 for the period May 5, 2012 through December 31, 2012.  As the measure's “refining margin per barrel of crude oil” and “refining margin adjusted for FIFO impact” both appear to represent non-GAAP measures, please revise your disclosure of these measures to comply with the guidance outlined in Item 10(e) of Regulation S-K. In this regard, please revise your disclosure to provide a reconciliation of each measure to the most comparable US GAAP measure. In addition, please revise to explain why you believe the measure “refining margin adjusted for FIFO impact” is useful to potential investors.  The disclosure of this measure included on page 62 of your Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 should be similarly revised.

We believe that we have provided sufficient information in the MD&A section related to our Energy segment to reconcile the non-GAAP measure of "refining margin per barrel of crude oil" and "refining margin per crude oil throughput adjusted for FIFO impact" to the most comparable US GAAP measure.  For example, on Page 101 of the Company's 2012 Form 10-K, we define refining margin as "net sales minus cost of goods sold, exclusive of certain direct operating expenses and depreciation and amortization".  Our Energy segment's net sales and cost of sales for our petroleum and fertilizer businesses have been disclosed in the table on Page 101 of the Company Form 10-K, including total crude oil throughput for our petroleum business.

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NASDAQ - IEP

In addition, we disclose on Page 102 amounts that were excluded in calculating refining margin as follows:  "For the period May 5, 2012 through December 31, 2012, $309 million of direct operating expenses and $116 million of depreciation and amortization are excluded in the calculation of the refining margin per barrel of crude oil throughput related to the petroleum business."  On page 102 of the Company's 2012 Form 10-K, we disclose that for the period May 5, 2012 through December 31, 2012, the petroleum business had an unfavorable FIFO inventory impact of $71 million. On page 102 the Company's 2012 Form 10-K, we disclose that "under our FIFO accounting method, changes in crude oil prices can cause fluctuations in the inventory valuation of our crude oil, work in process and finished goods, thereby resulting in a favorable FIFO inventory impact when crude oil prices increase and an unfavorable FIFO inventory impact when crude oil prices decrease." Therefore, although not disclosed in a tabular format, based on these disclosed amounts, one can nevertheless reconcile the GAAP measure to the non-GAAP measure of "refining margin" and "refining margin per crude throughput adjusted for FIFO impact".

Furthermore, we disclose on Page 101 why we believe presenting refining margin is important to investors as follows:

Refining margin is a non-GAAP measure that we believe is important to investors in evaluating the performance of our Energy segment's refineries as a general indication of the amount above our Energy segment's cost of product sold that it is able to sell refined products. Our Energy segment's calculation of refining margin may differ from similar calculations of other companies in its industry, thereby limiting its usefulness as a comparative measure. In order to derive the refining margin per crude oil throughput barrel, our Energy segment utilizes the total dollar figures for refining margin as derived above and divide that by the applicable number of crude oil throughput barrels for the period. We believe that refining margin and refining margin per crude oil throughput barrel is important to enable investors to better understand and evaluate our Energy segment's ongoing operating results and allow for greater transparency in the review of our overall financial, operational and economic performance.

In order to provide clarity to the reconciliation of "refining margin per crude oil throughput barrel" and "refining margin per crude oil throughput barrel adjusted for FIFO impact" to GAAP measurements, we will disclose such reconciliations in tabular format in future filings. In addition, in order to provide better clarity as to why we believe providing "refining margin per crude oil throughput barrel" and "refining margin per crude oil throughput barrel adjusted for FIFO impact," are important to investors, we will revise the paragraph above as follows:

Refining margin per crude oil throughput barrel is a measurement calculated as the difference between net sales and cost of product sold (exclusive of depreciation and amortization) and refining margin per crude oil throughput barrel adjusted for FIFO impact is a measurement calculated as the difference between net sales and cost of product sold (exclusive of depreciation and amortization) adjusted for FIFO impacts. Refining margin and refining margin adjusted for FIFO impact are non-GAAP measures that we believe are important to investors in evaluating our Energy segment refineries' performance as a general indication of the amount above our Energy segment's cost of product sold (taking into account the impact of utilization of FIFO) they are able to sell refined products. We believe that refining margin and refining margin per crude oil throughput barrel is important to enable investors to better understand and evaluate our Energy segment's ongoing operating results and allow for greater transparency in the review of our overall financial, operational and economic performance.  In addition, we believe that presenting refining margin per crude oil throughput barrel adjusted for FIFO impact is useful to investors because this measure more accurately reflects the current operating environment.

In order to derive the refining margin per crude oil throughput barrel, our Energy segment utilizes the total dollar figures for refining margin as derived above and divide that by the applicable number of crude oil throughput barrels for the period. Our Energy segment's calculation of refining margin and refining margin adjusted for FIFO impact may differ from calculations of other companies in the industry, thereby limiting its usefulness as a comparative measure. Under our Energy segment's FIFO accounting method, changes in crude oil prices can cause fluctuations in the inventory valuation of our Energy segment's crude oil, work in process and finished goods, thereby resulting in favorable FIFO impacts when crude oil prices increase and unfavorable FIFO impacts when crude oil prices decrease.

Income Tax Expense, page 110

2.

 We note from the discussion on page 110 that Icahn Enterprises and Icahn Enterprises Holdings recognized an income tax benefit of $81 million on pre-tax income from continuing operations of $646 and $647 million, respectively during 2012 versus income tax expense of $34 million during 2011. Please tell us and revise MD&A to explain in further detail why the Company recognized an income tax benefit during 2012 on its pre-tax earnings versus the recognition of an income tax expense during 2011.

For 2012, Icahn Enterprises recorded an income tax benefit of $81 million on pre-tax income from continuing operations

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153  TELEPHONE (212) 702-4300 Fax (212) 750-5841

NASDAQ - IEP

of $626 million compared to an income tax expense of $34 million on pre-tax income from continuing operations of $1,798

million for 2011. Icahn Enterprises' effective income tax rate was (12.9)% and 1.9% for 2012 and 2011, respectively.

For 2012, Icahn Enterprises Holdings recorded an income tax benefit of $81 million on pre-tax income from continuing

operations of $627 million compared to an income tax expense of $34 million on pre-tax income from continuing operations of

$1,799 million for 2011. Icahn Enterprises Holdings' effective income tax rate was (12.9)% and 1.9% for 2012 and 2011,

respectively.

The difference between the effective tax rate and statutory federal rate of 35% is principally due to changes in valuation

allowances, settlement of liabilities subject to compromise, and partnership income not subject to taxation, as such taxes are the responsibility of the partners.

The Company recognized a deferred tax benefit on its pre-tax earnings in 2012 as compared to an income tax expense in 2011 in pre-tax income primarily due to a $284 million income tax benefit recorded by our Holding Company, $29 million income tax benefit recognized by our Automotive segment, offset in part by income tax expense of $182 million and $42 million recorded by our Energy and Railcar segments, respectively, during 2012.  The income tax benefit recorded by our Holding Company during 2012 was primarily related to the reversal of $221 million of the valuation allowance on deferred tax assets by American Entertainment Properties Corp. ("AEP"), an indirect subsidiary of ours. In February, 2012, pursuant to a tax-free reorganization, WestPoint Home LLC, representing our Home Fashion segment, merged into a newly formed single member limited liability company owned by AEP. Also, on May 4, 2012, AEP acquired a controlling interest in CVR.   In recording this reversal, AEP evaluated all positive and negative evidence associated with its deferred tax assets, primarily as a result of the change in estimated future earnings from the acquisition of CVR, and concluded it was more likely than not that all of the federal net operating loss carryforward related to our Home Fashion segment would be realized.  The income tax benefit of $29 million recognized by our Automotive segment was primarily due to the recognition of approximately $300 million income tax benefit from the settlement of income tax liabilities subject to  compromise, offset in part by $278 million income tax expense related to an increase in valuation allowance pursuant to the settlement, resulting in a net income tax benefit of $22 million.  In contrast, during 2011, the Company recognized income tax expense of $34 million, primarily due to income tax expense of $17 million and $8 million recognized by our Automotive segment and Holding Company, respectively.

It is noted that the disclosures described above have been substantially provided in Note 16, "Income Taxes" of the Company's consolidated financial statements.  The Company will provide the detailed discussion above in its MD&A with respect to its disclosure of income tax expense or benefit (as applicable) in future filings.

Icahn Enterprises L.P. and Subsidiaries

Icahn Enterprises Holdings L.P. and Subsidiaries

Notes to Consolidated Financial Statements

Note 9. Goodwill and Intangible Assets, Net

3.

 We note from the disclosure on page 188 that in connection with the CVR Energy acquisition, the Company recognized a customer relationship intangible aggregating $340 million with a useful life of twenty years. Please tell us and revise the notes to your financial statements to explain the method and significant assumptions that were used to calculate or determine the fair value of this customer relationship intangible. In a related matter, please also explain how you determined that a useful life of twenty years was appropriate for purposes of amortizing this customer relationship intangible to expense. Your response should clearly explain why you believe the customer relationships acquired in this acquisition transaction will continue to produce cash flows for a period of 20 years.

The Company disclosed in detail the purchase price allocation of CVR Energy Inc. ("CVR") in Note 2, "Acquisitions," to its consolidated financial statements.  The purchase price allocation of CVR is preliminary and is subject to additional adjustments.  The purchase price allocation will be finalized during the second quarter of 2013.

As disclosed in Note 9, "Goodwill and Intangible Assets, Net," we allocated $340 million to customer relationships acquired with a useful life of 20 years, which was solely allocated to our Energy segment's fertilizer business unit.  The fair value of the customer relationships acquired of $340 million was estimated using a form of the income approach known as the multi-period excess earnings method ("MPEEM").  The MPEEM valuation methodology seeks to isolate the cash-flow stream attributable to a specific intangible asset being valued from the asset grouping's overall cash-flow stream.  Under the MPEEM, a capital charge (i.e., an economic rental charge) against the total cash-flow stream is made for the use of the contributory assets that contribute to the cash flow generating ability of the specific intangible asset under analysis, which leaves an excess-earnings (or residual) stream applicable to the intangible asset being valued.  Significant assumptions utilized in the MPEEM method include an assumed long-term revenue growth rate of 3%, an annual attrition rate of 5.0%,

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153  TELEPHONE (212) 702-4300 Fax (212) 750-5841

NASDAQ - IEP

and a discount rate of 10.5%.  The attrition rate applied in the MPEEM is the product of an analysis of five years of sales data by customer (from 2007 to 2011, which was chosen as an appropriate historical period to analyze given the reliability of the underlying sales by customer data and the fact that it demonstrated attrition in both positive and negative economic cycles), where the revenue-based attrition rate ranged from approximately 5% to 7.5%.  The selection of 5% was based on the observed attrition rate in 2011, which was deemed to be more representative of future attrition than that observed during the financial crisis (i.e., 7.7% in 2009). The discount rate is based on our Energy s