SEC Company Response from ICAHN ENTERPRISES L.P. (IEP) (CIK 0000813762) (IEP) — Jun 17, 2010

ICAHN ENTERPRISES L.P. (IEP) (CIK 0000813762)
Date: June 17, 2010 · CIK: 0000813762 · Accession: 0001144204-10-033919

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AI Filing Summary & Sentiment

File numbers found in text: 333-166139

Date

June 17, 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., Icahn Enterprises Finance Corp. and Icahn Enterprises Holdings L.P. Registration Statement on Form S-4 File No. 333-166139

Dear Mr. Kluck:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Icahn Enterprises L.P. (“Icahn Enterprises”), Icahn Enterprises Holdings L.P. (“Holdings”) and Icahn Enterprises Finance Corp. (“Icahn Enterprises Finance”) and, together with Icahn Enterprises and Holdings, the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-4, File No. 333-166139 (the “Registration Statement”) so that it may become effective at 12:00 noon Eastern Time on Monday, June 21, 2010, or as soon thereafter as practicable.

The Company hereby acknowledges that:

(a) should the United States Securities and Exchange Commission (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 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) 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.

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CORRESP
1
filename1.htm

    Unassociated Document

    ICAHN
ENTERPRISES L.P.

    ICAHN
ENTERPRISES FINANCE CORP.

    ICAHN ENTERPRISES
HOLDINGS L.P.

    767 Fifth
Avenue, Suite 4700

    New York,
New York 10153

    June 17,
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., Icahn Enterprises Finance Corp. and Icahn Enterprises
      Holdings L.P.

                Registration Statement
      on Form S-4

                File
      No.  333-166139

Dear Mr.
Kluck:

    Pursuant to Rule 461 of the Securities
Act of 1933, as amended, Icahn Enterprises L.P. (“Icahn
Enterprises”), Icahn Enterprises Holdings L.P.  (“Holdings”) and Icahn Enterprises
Finance Corp. (“Icahn
Enterprises Finance”) and, together with Icahn Enterprises and Holdings,
the “Company”)
hereby requests acceleration of the effective date of the above-referenced
Registration Statement on Form S-4, File No. 333-166139 (the “Registration
Statement”) so that it may become effective at 12:00 noon Eastern Time on
Monday, June 21, 2010, or as soon thereafter as practicable.

    The Company hereby acknowledges
that:

    (a)           should
the United States Securities and Exchange Commission (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
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)           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 GP Inc.,

    its
General Partner

           By :    /s/ Dominick
Ragone

             Dominick
Ragone

             Chief
Financial Officer

    ICAHN
ENTERPRISES FINANCE CORP.

    By :    /s/ Dominick
Ragone

    Dominick Ragone

    Chief Financial Officer

      ICAHN
ENTERPRISES HOLDINGS L.P.

      By:  Icahn
Enterprises GP, Inc.,

      its
General Partner

             By :    /s/ Dominick
Ragone

               Dominick
Ragone

               Chief
Financial Officer

    cc:           Duc
Dang (Staff)

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