SEC Company Response from ICAHN ENTERPRISES L.P. (IEP) (CIK 0000813762) (IEP) — May 12, 2010

ICAHN ENTERPRISES L.P. (IEP) (CIK 0000813762)
Date: May 12, 2010 · CIK: 0000813762 · Accession: 0001144204-10-026342

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File numbers found in text: 333-158705

Date

May 12, 2010

Author

submitted

Form

CORRESP

Company

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

Letter

United States Securities and Exchange Commission Re: Icahn Enterprises L.P. Registration Statement on Form S-3 File No. 333-158705

Dear Mr. Kluck:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Icahn Enterprises L.P. (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-3, File No. 333-158705 (the “Registration Statement”) so that it may become effective at 12:00 noon Eastern Time on Monday, May 17, 2010, or as soon thereafter as practicable.

This is to acknowledge that:

(a) The Company understands that should the Commission or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

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

(c) 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.

Respectfully
submitted,
Icahn
Enterprises L.P.

Show Raw Text

CORRESP
1
filename1.htm

    ICAHN
ENTERPRISES L.P.

    767 Fifth
Avenue, Suite 4700

    New York,
New York 10153

    May 12,
2010

    VIA
ELECTRONIC TRANSMISSION

    Thomas
Kluck, Esq.

    Branch
Chief

    United
States Securities and Exchange Commission

    Corporate
Finance

    100 F
Street, N.E.

    Washington,
D.C.  20549-1004

              Re:

              Icahn
      Enterprises L.P.

              Registration Statement
      on Form S-3

    File No.
333-158705

    Dear Mr.
Kluck:

    Pursuant to Rule 461 of the Securities
Act of 1933, as amended, Icahn Enterprises L.P. (the “Company”) hereby requests
acceleration of the effective date of the above-referenced Registration
Statement on Form S-3, File No. 333-158705 (the “Registration Statement”) so
that it may become effective at 12:00 noon Eastern Time on Monday, May 17, 2010,
or as soon thereafter as practicable.

    This is to acknowledge
that:

    (a)           The
Company understands that should the Commission or its staff, acting pursuant to
delegated authority, declare the Registration Statement effective, it does not
foreclose the Commission from taking any action with respect to the Registration
Statement;

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

    (c)           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.

    Respectfully
submitted,

    Icahn
Enterprises L.P.

    By:  Icahn
Enterprises G.P. Inc.,

    its
General Partner

                  By:

                  /s/
      Dominick Ragone

                  Dominick
      Ragone

                  Chief
      Financial Officer

    cc:           Duc
Dang (Staff)

        2

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