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            1585
              BROADWAY
NEW
              YORK, NY 10036-8299
TELEPHONE
              212.969.3000
Fax
              212.969.2900

              BOCA
                RATON
BOSTON
LONDON
LOS ANGELES
NEW
                ORLEANS
NEWARK
PARIS
SÃO
                PAULO
WASHINGTON

              Julie
                Allen

              Member
                of the Firm

              Direct
                Dial 212.969.3155

              jallen@proskauer.com

    December
      5, 2007

    VIA
      ELECTRONIC TRANSMISSION

    AND
      OVERNIGHT COURIER

    John
      Fieldsend, Esq.

    Staff
      Attorney

    United
      States Securities and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549-1004

              Re:

              Icahn
                Enterprises L.P.

    (f/k/a
      American Real Estate Partners, L.P.)

    Registration
      Statement on Form S-3

    Filed
      on
      June 21, 2007

    File
      No.
      333-143930

    Icahn
      Enterprises L.P.

    (f/k/a
      American Real Estate Partners, L.P.) and co-registrants

    Registration
      Statement on Form S-4

    Filed
      on
      June 21, 2007

    File
      Nos.
      333-143929

    Dear
      Mr.
      Fieldsend:

    Reference
      is made to the comments of the Staff of the Securities and Exchange Commission
      (the “Commission”) with respect to the Registration Statement on Form S-3 (File
      No. 333-143930) (the “S-3 Registration Statement) and the Registration Statement
      on Form S-4 (File No. 333-143929) (the “S-4 Registration Statement) of Icahn
      Enterprises L.P., which was formerly known as American Real Estate Partners,
      L.P. a Delaware limited partnership (the “Company”), in your letter dated July
      18, 2007 (the “Comment Letter”).

    We
      are
      writing to respond to the comments contained in the Comment Letter and to
      indicate the changes that are being made in Amendment No. 1 to the S-3
      Registration Statement and Amendment No. 1 to the S-4 Registration Statement
      (collectively, the “Amendments”) that will be filed with the
      Commission on today's date.

                John
                  Fieldsend,
                  Esq.

                United States Securities and

                Exchange
                  Commission

                December
                  5, 2007
Page 2 of 19

    For
      your
      convenience, your comments are set forth in this letter, followed by our
      responses.

      Registration
      Statement on Form S-3

            1.

              Please
                provide us, with a view toward disclosure in the prospectus, with
                the
                total dollar value of the securities underlying the convertible notes
                that
                you have registered for resale using the number of underlying securities
                that you have registered for resale and the market price per share
                for
                those securities on the date of the sale of the convertible
                note.

    In
      April
      2007, the Company issued an aggregate of $600,000,000 of variable rate senior
      convertible notes due 2013 (the “Notes”), convertible into depositary units of
      the Company (the “Depositary Units”) at an initial conversion price of $132.595.
      Consequently 4,525,058 Depositary Units (the “Registered Units”) are being
      registered for resale on the S-3 Registration Statement. The total dollar value
      of the Registered Units as of April 4, 2007 (the date on which the purchase
      agreement relating to the sale of the Notes was entered into, or the “Sale
      Date”) was $521,739,187, calculated by multiplying the number of Registered
      Units by $115.30, the market price of the Depositary Units on the Sale
      Date.

            2.

              Please
                provide us, with a view toward disclosure in the prospectus, with
                tabular
                disclosure of the dollar amount of each payment, including the value
                of
                any payments to be made in common stock, in connection with the
                transaction that you have made or may be required to make to any
                selling
                shareholder, any affiliate of a selling shareholder, or any person
                with
                whom any selling shareholders has a contractual relationship regarding
                the
                transaction, including any interest payments, liquidated damages,
                payments
                made to “finders” or “placement agents,” and any other payments or
                potential payments. Please provide footnote disclosure of the terms
                of
                each such payment. Please do not include any repayment of principal
                on the
                convertible notes in this
                disclosure.

    The
      table
      below sets forth the dollar amount of the (i) payments that the Company has
      currently made to selling securityholders in the form of (x) cash interest
      payments and (y) special distributions; and (ii) payments that the Company
      may
      be required to make to selling securityholders in the form of (a) cash interest
      payments, (b) special distributions, (c) liquidated damages and (d) a make-whole
      premium payable following a Fundamental Change (as defined in the
      Indenture).

                  John
                    Fieldsend, Esq.

                  United
                    States Securities and

                  Exchange
                    Commission

                  December
                    5, 2007

                  Page 3
                    of 19

              Payments
                made through Present

              Potential
                Required Payments

              Cash
                Interest Payments1

              Special
                Distributions2

              Cash
                Interest

              Payments3

              Special

              Distributions4

              Additional

              Interest5

              Make-Whole

              Premium6

              $6,833,333.33

              $0.377

              $10
                - $13.75

              per
                quarter

              $0.377

              per
                quarter

              $3.30
                per month

              Not
                presently determinable

    1
      Represents quarterly cash interest payments paid to date by the Company per
      each
      $1,000 Note. Interest on the Notes accrues at a rate equal to LIBOR minus 1.25%,
      but not less than 4% nor more than 5.5%.

    2
      Represents a special distribution per each $1,000 Note paid by the Company
      to
      holders of the Notes on each of June 1, 2007, September 7, 2007 and December
      3,
      2007. Pursuant to §4.07 of the Indenture governing the Notes (the “Indenture”),
      if the Company declares a dividend payable to holders of the Depositary Units
      in
      excess of $0.10 per unit, then the Company is required to pay a dividend to
      the
      holders of the Notes equal to such excess. On each of May 4, 2007, August 3,
      2007 and November 2, 2007, the Board of Directors of the Company declared a
      $0.15 per unit dividend on the Depositary Units, resulting in this special
      distribution, which was determined by multiplying the number of Depositary
      Units
      into which each $1,000 Note is convertible (based on a conversion price of
      $132.595) by the excess amount of $0.05.

    3
      Represents cash interest payable per each $1,000 Note. Interest on the Notes
      accrues at a rate equal to LIBOR minus 1.25%, but not less than 4% nor more
      than
      5.5%.

    4
      See Note
      2 above. Represents a special distribution per each $1,000 Note payable by
      the
      Company to the holders of the Notes, assuming that the Company continues to
      pay
      a dividend to the holders of Depositary Units equal to $0.15 per unit per
      quarter. The Company currently contemplates maintaining a quarterly dividend
      at
      this level. However, this special distribution payable to the holders of the
      Notes would proportionally be decreased or increased to the extent that the
      Company decreased or increased the quarterly dividend paid to holders of the
      Depositary Units.

    5
      Represents additional interest the Company would be obligated to pay per each
      $1,000 Note if (a) the S-3 Registration Statement is not declared effective
      within 270 days of the initial sale of the Notes or (b) if the S-3 Registration
      Statement is declared effective but thereafter ceases to be effective or usable
      for resales of the Registered Units for a period that exceeds 60 days in any
      12-month period (either such case, a “Registration Default”). Pursuant to a
      Registration Rights Agreement entered into with the initial purchasers of the
      Notes (the “Registration Rights Agreement”), the Company is required to pay
      additional interest in an amount equal to 0.33% per $1,000 principal amount
      of
      Notes for each month that a Registration Default continues up to a maximum
      of 4%
      ($40) per Note. The Company does not currently anticipate that it will be
      required to pay any additional interest on the Notes.

    6
      Pursuant
      to §15.01(a) of the Indenture, if a holder of Notes converts its Notes into
      Depositary Units during a specified period following the announcement of a
      Fundamental Change (as defined in the Indenture to include certain changes
      in
      control of the Company or the failure of the Depositary Units to be listed
      for
      trading on an Eligible Market (as defined in the Indenture)), the Company will
      be required to pay a Make-Whole Premium, in the form of additional Depositary
      Units, to such holder. The amount of such Make-Whole Premium would be determined
      as set forth in §15.01 of the Indenture and is a function of the effective date
      of such Fundamental Change and the price per Depositary Unit in the transaction
      constituting such Fundamental Change.

    Further,
      please provide us, with a view toward disclosure in the prospectus, with
      disclosure of the net proceeds to the issuer from the sale of the convertible
      notes and the total possible payments to all selling shareholders and any of
      their affiliates in the first year following the sale of the convertible notes.

                John
                  Fieldsend, Esq.

                United
                  States Securities and

                Exchange
                  Commission

                December
                  5, 2007

                Page 4
                  of 19

The net proceeds to the Company from the sale
      of the
      Notes were $600,000,000, less $275,000 of legal fees paid by the Company on
      behalf of the initial purchasers of the Notes, resulting in net proceeds of
      $599,725,000 (before deducting expenses, comprised principally of legal and
      accounting fees, incurred by the Company). It is anticipated that the total
      payments to holders of the Notes in the year following the sale of the Notes
      will not exceed $56.508 per $1,000 Note, or $33.9 million in the aggregate,
      representing cash interest payments at an assumed annual rate of 5.5% (the
      maximum rate payable under the Indenture) and special distributions of $0.377
      per Note per quarter. Actual payments are expected to be lower due to lower
      interest rates; however, although not currently anticipated, actual payments
      could be higher as a result of (a) payments of additional interest pursuant
      to
      the Registration Rights Agreement as a result of a Registration Default, (b)
      payments of additional special distributions as a result of the payment of
      dividends on the Depositary Units in excess of $0.15 per unit per quarter or
      (c)
      the payment of a Make-Whole Premium following a Fundamental Change.

            3.

              Please
                provide us, with a view toward disclosure in the prospectus, with
                tabular
                disclosure of:

            ·

              the
                total maximum possible profit the selling shareholders could realize
                as a
                result of the conversion discount for the securities underlying the
                convertible note, presented in a table with the following information
                disclosed separately:

            à

              The
                market price per share of the securities underlying the convertible
                note
                on the date of the sale of the convertible note:
                and

            à

              The
                conversion price per share of the underlying securities on the date
                of the
                sale of the convertible note, calculated as
                follows:

            ¨

              If
                the conversion price per share is set at a fixed price, use the
                price
                per share established in the convertible note;
                and

            ¨

              If
                the conversion price per share is not set at a fixed price and, instead
                is
                set at a floating rate in relationship to the market price of the
                underlying security, use the conversion discount rate and the market
                rate
                per share on the date of the sale of the convertible note and determine
                the conversion price per share as of that
                date;

                  John
                    Fieldsend, Esq.

                  United
                    States Securities and

                  Exchange
                    Commission

                  December
                    5, 2007

                  Page 5
                    of 19

    As
      stated
      above, the market price of the Depositary Units on the Sale Date was $115.30.
      The Company issued the Notes with an initial conversion price of $132.595,
      representing a 15% conversion premium
      over the
      market price of the Depositary Units.

            ·

              the
                total possible shares underlying the convertible notes, assuming
                no
                interest payments and complete conversion throughout the term of
                the
                note;

    Pursuant
      to the Indenture, the Company is obligated to make cash interest payments on
      the
      Notes at a floating rate, with a maximum interest rate of 5.5%. All interest
      payments by the Company are payable solely in cash and the Company does not
      have
      a “payment-in-kind” option. Therefore, the total possible number of Depositary
      Units underlying the Notes is the 4,525,058 Depositary Units being registered
      in
      the S-3 Registration Statement (subject to adjustment as discussed
      below).

            ·

              the
                combined market price of the total number of shares underlying the
                convertible note, calculated by using the market price per share
                on the
                date of the sale of the convertible note and the total possible shares
                underlying the convertible
                note;

    As
      stated
      above, the total possible number of Depositary Units underlying the Notes is
      the