SecProbe.io

CORRESP
1
filename1.htm

      Unassociated Document

      December
        26, 2007

      VIA
        ELECTRONIC TRANSMISSION

      AND
        OVERNIGHT COURIER

      Jim
        Lopez, Esq.

      Senior
        Staff Attorney

      United
        States Securities and Exchange Commission

      Corporation
        Finance

      100
        F
        Street, N.E.

      Washington,
        D.C. 20549-1004

                Re:

                Icahn
                  Enterprises L.P.

                  Amendment
                    No. 1 to Registration Statement on Form S-3

                  Filed
                    on December 5, 2007

                  File
                    No. 333-143930

                  Icahn
                    Enterprises L.P. and co-registrants

                  Amendment
                    No. 1 to Registration Statement on Form S-4

                  Filed
                    on December 5, 2007

                  File
                    Nos. 333-143929

      Dear
        Mr.
        Lopez:

      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., a Delaware limited partnership (the “Company”), in
        your letter dated December 20, 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. 2 to the S-3
        Registration Statement and Amendment No. 2 to the S-4 Registration Statement
        (collectively, the “Amendments”) that will be filed with the Commission on
        today’s date.

                  Jim
                    Lopez, Esq.

                  December
                    26, 2007

                  United
                    States Securities and

                  Page
                    2 of
                    5

                  Exchange
                    Commission

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

      Registration
        Statement on Form S-3

      Convertible
        Notes, page 4

              1.

                We
                  note your response to comment two from our letter dated July 18,
                  2007 and
                  revised disclosure on page four. Please revise Potential Required
                  Payments
                  to quantify the estimated amounts as to dollar values. It appears
                  that you
                  could estimate the range and disclose the basis for any assumptions,
                  such
                  as LIBOR. Please revise or advise.

      We
        have
        revised our tabular disclosure to reflect dollar values as follows:

                  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

                  $666,000

                  $8,250,000
per
                    quarter

                  $222,000
per
                    quarter

                  $1,980,000

                  per
                    month

                  Not
                    presently

                  determinable

      1
        Represents quarterly cash interest payments paid to date by us to holders
        of the
        convertible notes. Interest on the convertible notes accrues at a rate equal
        to
        LIBOR minus 1.25%, but not less than 4% nor more than 5.5%.

      2
        Represents special distributions paid by us to date to holders of the
        convertible notes representing payments in the aggregate on each of June
        1,
        2007, September 7, 2007 and December 3, 2007. Pursuant to §4.07 of the
        Indenture, if we declare a dividend payable to holders of the depositary
        units
        in excess of $0.10 per unit, then we are required to pay a dividend to the
        holders of the convertible notes equal to such excess. On each of May 4,
        2007,
        August 3, 2007 and November 2, 2007, our board of directors declared a $0.15
        per
        unit dividend on the depositary units, resulting in these special distributions
        to holders of the convertible notes, which was based upon the number of
        depository units into which the convertible notes are convertible.

      3
        Represents cash interest payable on the convertible notes per quarter assuming
        that cash interest is paid at the rate of 5.5% per annum, the maximum rate
        payable under the Indenture. Interest on the convertible 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 payable by us to the holders of
        the
        convertible notes per quarter, assuming that we continue to pay a dividend
        to
        the holders of depositary units equal to $0.15 per unit per quarter. We
        currently contemplate maintaining a quarterly dividend at this level. However,
        this special distribution payable to the holders of the convertible notes
        would
        proportionally be decreased or increased to the extent that we decreased
        or
        increased the quarterly dividend paid to holders of the depositary
        units.

      5
        Represents additional interest we would be obligated to pay per month to
        the
        holders in the aggregate in the event of a Registration Default (as defined
        in
        the registration rights agreement dated April 4, 2007, to which we are a
        party).
        Pursuant to the registration rights agreement, we are required to pay additional
        interest in an amount equal to 0.33% per $1,000 principal amount of convertible
        notes, or an aggregate of $1,980,000, for each month that a Registration
        Default
        continues up to a maximum of $24,000,000 in the aggregate. We do not currently
        anticipate that we will be required to pay any additional interest on the
        convertible notes.

                    Jim
                      Lopez, Esq.

                    December
                      26, 2007

                    United
                      States Securities and

                    Page 3
                      of
                      5

                    Exchange
                      Commission

      6 Pursuant
        to §15.01(a) of the Indenture, if a holder of convertible notes converts its
        convertible 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)),
        we 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.

              2.

                Also,
                  please disclose the maximum potential profit, which appears to
                  be $46.6
                  million.

      We
        have
        included the total maximum possible profit of $46,608,097 realizable by holders
        upon conversion of the Convertible Notes at the end of the first full paragraph
        on page 5 and have also referred to our tabular disclosure presented at the
        bottom of the page 5.

      Risk
        Factors, page 7

      To
        service our indebtedness and pay distributions…, page 7

              3.

                To
                  place the risk in context, please revise to quantify the approximate
                  amount of debt coming due in the next two years. In this regard,
                  please
                  revise where appropriate to disclose your response to the first
                  bullet
                  point of comment eight from our letter dated July 18, 2007.

      We
        have
        revised the relevant risk factor to include the following disclosure:

      “Based
        on
        our current level of indebtedness, approximately $40 million of indebtedness
        will come due in the two-year period ending December 31, 2009.”

      In
        addition, we have added the following disclosure at the end of the first
        paragraph on page 4 as follows:

      "We
        intend, and have a reasonable basis to believe that we will have the financial
        ability, to make all payments required on the convertible notes and underlying
        securities."

                  Jim
                    Lopez, Esq.

                  December
                    26, 2007

                  United
                    States Securities and

                  Page 4
                    of
                    5

                  Exchange
                    Commission

      Registration
        Statement on Form S-4

      Part
        II

      Item
        22 Undertakings, page II-2

              4.

                We
                  note your response to comment 15 from our letter dated July 18,
                  2007.
                  Please provide the undertakings of Item 22 of Form S-4, or advise.

      We
        have
        added the undertakings of Item 22 of Form S-4.

      This
        is
        to acknowledge that:

      -
        The
        Company understands that should the Commission or the staff, acting pursuant
        to
        delegated authority, declare the filing effective, it does not foreclose
        the
        Commission from taking any action with respect to the filing;

      -
        The
        Company understands that the action of the Commission or the staff, acting
        pursuant to delegated authority, in declaring the filing effective, does
        not
        relieve the Company from its full responsibility for the adequacy and accuracy
        of the disclosure in the filing; and

      -
        The
        Company understands that it may not assert staff comments and the declaration
        of
        effectiveness as a defense in any proceeding initiated by the Commission
        or any
        person under the federal securities laws of the United States.

                  Jim
                    Lopez, Esq.

                  December
                    26, 2007

                  United
                    States Securities and

                  Page 5
                    of
                    5

                  Exchange
                    Commission

      We
        would
        appreciate your prompt review of these materials and your prompt notification
        to
        us if you have further comments or questions. Please contact me should you
        have
        any questions or additional comments.

      Very
        truly yours,

      Julie
        M.
        Allen/PMC

      Enclosures

              cc:

                H.
                  Christopher Owens, Esq. (SEC)

                Keith A. Meister (Icahn Enterprises
                  L.P.)