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    Icahn
Enterprises L.P.

    July 8,
2010

    VIA
ELECTRONIC TRANSMISSION

    AND
OVERNIGHT COURIER

    Mr. Kevin
Woody

    Accounting
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 Fiscal Year ended December 31, 2009

    Filed on
March 3, 2010

    File No.
1-9516

    -and-

    Form 10-Q
for the Quarterly Period ended March 31, 2010

    Filed on
May 6, 2010

    Dear Mr.
Woody:

    Reference
is made to the comments of the Staff of the Securities and Exchange Commission
(the “Staff”) in your letter dated June 23, 2010 (the “Comment Letter”) with
respect to the Annual Report on Form 10-K (the “2009 Form 10-K”) of Icahn
Enterprises L.P., a Delaware limited partnership (the “Company”), for the fiscal
year ended December 31, 2009 (“fiscal 2009”).

    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.

    Form 10-K for the fiscal
year ended December 31, 2009

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

    Liquidity and Capital
Resources, page 83

    Contractual Commitments,
page 85

    1.
Please tell us why the funding requirements beyond 2014 for your Pension and
other postretirement benefit plans are not available. It appears that as of
December 31, 2009, you were able to determine the projected benefit payments
applicable for your majority investment in Federal-Mogul Corporation, which
includes obligations for the five years following 2014 totaling $735 million as
of December 31, 2009.

    In Note
14 to the Company’s consolidated financial statements contained in the 2009 Form
10-K, the Company disclosed that the projected benefit payments from the plans
for its majority investment in Federal-Mogul Corporation (“Federal-Mogul”) for
the five years subsequent to the fiscal year ending December 31, 2014 were $735
million as of December 31, 2009, comprised of the following amounts: $406
million for U.S. pension benefits, $127 million for non-U.S. pension benefits
and $202 million for other benefits.

          767 Fifth
Avenue, New York, New York 10153  Telephone
(212) 702-4300 Fax (212) 750-5841

          NYSE -
IEP

    The
amounts shown in the contractual commitment table for the line item entitled,
“Pension and other postemployment benefit plans” in the 2009 Form 10-K relate to
the projected contributions that Federal-Mogul will be required to make into its
funded pension plans as well as direct benefit payments that Federal-Mogul will
make for other unfunded benefits.

    The item
entitled, “Pension and other postemployment benefit plans” in the contractual
commitment table should have included a total of $447 million, comprised of the
following amounts: $202 million for other benefits and $127 million for direct
benefit payments for the fiscal years ending December 31, 2015 through 2019 and
$118 million for contributions into funded pension plans for the fiscal years
ending December 31, 2015 through 2016. Federal-Mogul’s external actuaries have
estimated that the pension plans are projected to be fully funded after the
combined total contributions of $118 million for the fiscal years ending
December 31, 2015 through 2016 have been made.

    The
Company will include this more comprehensive disclosure in the contractual
commitment table in its future Annual Reports on Form 10-K filed with the
Securities and Exchange Commission (the “SEC”).

    2.
We note that the maturity for Securities sold, not yet purchased are not subject
to contracts and therefore you have concluded that such amounts cannot be
properly estimated for inclusion within the contractual obligations table. With
regard to such repurchase agreements, please tell us your accounting policy for
such obligations (i.e., whether you account for any of those agreements as sales
or collateralized borrowings for accounting purposes in your financial
statements) and the amounts involved. Within your response, please quantify the
amount of contracts that have been accounted for as either collateralized
borrowings or sales and tell us how the lack of contractual maturity effects
your application of your accounting policy.

    As of
December 31, 2009, the Company had $2 billion related to securities sold,
not yet purchased.   As stated on page 85 of the Company’s 2009
Form 10-K under "Contractual Commitments," these amounts were not included
in the contractual commitment table because their maturities were not subject to
a contract and cannot be properly estimated.   To clarify, there
is no maturity date for securities sold, not yet purchased.  The
Company’s accounting policy with respect to securities sold, not yet purchased
as noted on Page 112 of the Company’s 2009 Form 10-K is as follows:

    Securities Sold, Not Yet
Purchased.  The Private Funds may sell an investment they do
not own in anticipation of a decline in the fair value of that investment. When
the Private Funds sell an investment short, they must borrow the investment sold
short and deliver it to the broker-dealer through which they made the short
sale. A gain, limited to the price at which the Private Funds sold the
investment short, or a loss, unlimited in amount, will be recognized upon the
cover of the short sale.

    Historically
and at the current time, the Company has not entered into any form of
repurchase agreements with respect to any of its financial
instruments.  In the future, should the Company have any repurchase
agreements, it will include those amounts in the contractual commitments table,
including a description of an accounting policy in the footnotes to the
Company’s financial statements with respect to such repurchase
agreements.

    Item 7A. Quantitative and
Qualitative Disclosures About Market Risk

    Automotive, page
99

    Foreign Currency Risk, page
99

    3.
Considering that fluctuations may vary significantly by currency, in future
filings please provide disclosure indicating the currencies for which your
Automotive segment is primarily exposed, as well as a sensitivity analysis for
each currency that may have an individually significant impact on future
earnings.

          767 Fifth
Avenue, New York, New York 10153  Telephone
(212) 702-4300 Fax (212) 750-5841

          NYSE -
IEP

    The
Company acknowledges the Staff’s comment and will, in future filings, add
additional disclosure regarding our Automotive segment’s exposure to foreign
currencies in accordance with Item 305 of Regulation S-K.  Such disclosure
will include currencies to which the Company’s Automotive segment is primarily
exposed, as well as a sensitivity analysis for each currency that may have an
individually significant impact on the Company’s Automotive segment’s
earnings.

    Item 8. Financial Statements
and Supplementary Data

    Consolidated Statements of
Cash Flows, page 107

    4.
Please tell us how your presentation of Cash flows from operating activities,
which begins with Income (loss) from continuing operations and not Net income
(loss), complies with FASB Accounting Standards Codification (ASC)
230-10-45-28.

    The
Company historically has disclosed net cash flows from discontinued operations
separate from net cash flows from continuing operations.  We note the
Staff’s comment and, in applicable future filings with the SEC, the Company will
present cash flows from operating activities to directly reconcile net income to
net cash flows from operating activities by adjusting net income for income from
discontinued operations.

    Item 11.
Executive
Compensation, page 191

    5.
We note that you have not included any disclosure in response to Item 402(s) of
Regulation S-K. Please tell us of the basis for your conclusion that disclosure
is not necessary, and describe the process you undertook to reach that
conclusion.

    In its
preparation of  Part III, Item 11 (Executive Compensation), of its
2009 Form 10-K, the Company reviewed the requirements of Regulation S-K Item
402(s), narrative disclosure of compensation policies and practices as they
might relate to the Company’s risk management.   The Company
concluded that the risks arising from its compensation policies and practices
for its employees are not reasonably likely to have a material adverse effect on
the Company.

    In its
analysis of potential disclosure requirements under Regulation S-K Item 402(s),
the Company reviewed the examples provided therein that may trigger disclosure,
including, among others, compensation policies and practices:  at a
business unit of the company that carries a significant portion of the
registrant's risk profile; at a business unit with compensation structured
significantly differently than other units within the registrant; at a business
unit that is significantly more profitable than others within the registrant; at
a business unit where compensation expense is a significant percentage of the
unit's revenues; and that vary significantly from the overall risk and reward
structure of the registrant, such as when bonuses are awarded upon
accomplishment of a task, while the income and risk to the registrant from the
task extend over a significantly longer period of time.

    The
Company undertook a comprehensive review of its material compensation policies
and practices and those of each of its subsidiaries. The review addressed each
element of material short-term and long-term compensation arrangements of the
Company and its subsidiaries.  The Company further reviewed its
compensation policies and practices for any other possible scenarios including
the specific examples provided in Regulation S-K Item 402(s) that might
reasonably be likely to have a material adverse effect on the Company, and thus
trigger disclosure in response to Regulation S-K Item 402(s), and concluded that
none existed for the Company and/or its subsidiaries, individually.

    Compensation Discussion and
Analysis, page 191

    6.
We note that you have identified Messrs. Icahn, Meister, Ragone and Shea as your
named executive officers for 2009. Please tell as what consideration you gave in
deciding not to include Mr. Vincent J. Intrieri and members of your
subsidiaries' senior management as named executive officers. Please refer to
Item 402(a)(3) and the instructions thereto.

            767 Fifth
Avenue, New York, New York 10153  Telephone
(212) 702-4300 Fax (212) 750-5841

            NYSE -
IEP

    Mr.
Vincent J. Intrieri serves as a member of the Board of Directors of Icahn
Enterprises G.P. Inc., the Company’s general partner (“Icahn Enterprises
GP”).  Mr. Intrieri does not hold an executive position with the
Company nor is he an “executive officer” of the Company as such term is defined
in Rule 3b-7 under the Securities Exchange Act of 1934, as
amended.   In addition, Mr. Intrieri serves as Senior Managing
Director of Icahn Capital L.P., an indirect wholly owned subsidiary of the
Company, which constitutes its Investment Management segment (“Icahn
Capital”).  In such capacity, Mr. Intrieri’s responsibilities and
duties are limited to Icahn Capital.

    The
instructions to Regulation S-K Item 402(a)(3), specifically “Inclusion of
Executive Officer of Subsidiary,” state that it may be appropriate for a
registrant to include as named executive officers one or more executive officers
or other employees of subsidiaries and references Rule 3b-7.  In
particular, Rule 3b-7 states that executive officers of subsidiaries may be
deemed executive officers of the registrant if they perform policy-making
functions for the registrant.  Neither Mr. Intrieri, in his capacity
as Senior Managing Director of Icahn Capital, nor other subsidiaries’ senior
management, perform such policy-making functions for the Company and, thus, are
not deemed executive officers of the Company.  Compensation received
by Mr. Intrieri in his capacity as Senior Managing Director of Icahn Capital was
reported in the Directors Compensation table on page 206 of the 2009 Form 10-K,
as detailed in Footnote 1 thereof.

    Summary Compensation Table,
page 195

    7.
Please tell us how you calculated the $1,229,743 salary amount paid to Mr.
Meister in 2009. Footnote (4) to the table indicates that his salary for 2009
consisted of an annual salary of $300,000 plus a Net Target Special Profits
Interest Amount of $887,435, which would be a total of $1,187,435. Also, please
explain why you included the Net Target Special Profits Interest Amount in Mr.
Meister's base salary column.

    Pursuant
to various employment agreements then in effect, Mr. Meister’s annual salary for
fiscal 2009 was calculated as follows:  (i) an amount of $164,615,
representing an annual base salary of $400,000, pro rated for the period January
1, 2009 through May 31, 2009 and an amount of $177,693, representing an annual
base salary of $300,000, pro rated for the period June 1, 2009 through December
31, 2009, for an aggregate amount of $342,308 for fiscal 2009; and (ii) a Net
Target Special Profits Interest Amount of $887,435, for an aggregate total
salary of $1,229,743.  The Company will include such detailed disclosure in
its future Annual Reports on Form 10-K filed with the SEC.

    As
described in the 2009 Form 10-K, Part III, Item 11 (Executive Compensation),
under the section entitled "Employment Agreements-Meister Employment Agreement,"
commencing on page 198,  Mr. Meister was entitled to receive a portion
of the Net Target Special Profits Interest Amount as an employee of Icahn
Capital (reportable as salary on a Form W-2) and, prior to June 1, 2009, a
portion of the Net Special Profits Interest Allocation as a partner of Icahn
Onshore LP and Icahn Offshore LP (collectively referred to as the “General
Partners”) (not reportable as salary on a Form W-2).  Accordingly, the
amount of Net Target Special Profits Interest Amount for Mr. Meister of $887,435
included in ”Salary” in the Summary Compensation Table reflects the amount Mr.
Meister received as cash compensation as an employee of Icahn Capital, and the
amount of Net Target Special Profits Interest Allocation of $2,306,777 included
in “All Other Compensation” in the Summary Compensation Table reflects the
amount received by Mr. Meister as a partner of the General Partners, which is
discussed in more detail below.

    8.
We refer to footnote (4) to the Summary Compensation Table and note that Mr.
Meister received other compensation of $2,306,777 as a percentage of Net Special
Profits Interest Allocation. Please tell us the amount of the Net Special
Profits Interest Allocation for 2009 and how you calculated this amount. Confirm
for us that you will include similar disclosure in future filings. In addition,
as discussed on page 201, it appears that Mr. Meister received a one-time
payment of $3,427,662 in 2009. Please tell us where in the Summary Compensation
Table this has been disclosed, or why it has been omitted.

    As
described in the 2009 Form 10-K, Part III, Item 11 (Executive Compensation),
under the section entitled "Employment Agreements-Meister Employment Agreement,"
Mr. Meister was entitled to receive a portion of the Net Target Special Profits
Interest Amount as an employee of Icahn Capital, as discussed in our response to
Comment 7 above.  He was also entitled to receive, prior to June 1, 2009
(as discussed further below), a portion of the Target Special Profits Interest
Amount (subject to certain adjustments and expenses and, as adjusted, referred
to as the Net Special Profits Interest Allocation) as a partner in the General
Partners.

            767 Fifth
Avenue, New York, New York 10153  Telephone
(212) 702-4300 Fax (212) 750-5841

            NYSE -
IEP

    The
following ta