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SEC Company Response from ICAHN ENTERPRISES L.P. (IEP) (CIK 0000813762) (IEP) — Mar 16, 2012

ICAHN ENTERPRISES L.P. (IEP) (CIK 0000813762)
Date: March 16, 2012 · CIK: 0000813762 · Accession: 0001144204-12-015695

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File numbers found in text: 333-179109

Date
March 16, 2012
Author
Daniel A. Ninivaggi
Form
CORRESP
Company
ICAHN ENTERPRISES L.P. (IEP) (CIK 0000813762)

Letter

United States Securities and Exchange Commission Division of Corporation Finance Re: Icahn Enterprises L.P., Icahn Enterprises Finance Corp. and Icahn Enterprises Holdings L.P. Registration Statement on Form S-4 Filed January 20, 2012 File No. 333-179109

Dear Ms. Nguyen:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Icahn Enterprises L.P., Icahn Enterprises Finance Corp. and Icahn Enterprises Holdings L.P. (collectively, the “Company”) hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-4, File No. 333-179109 (the “Registration Statement”) so that it may become effective at 12:00 noon Eastern Time on Tuesday, March 20, 2012, 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.

ICAHN ENTERPRISES L.P.

By: Icahn Enterprises G.P. Inc.,

its general partner

By: /s/ Daniel A. Ninivaggi

Name: Daniel A. Ninivaggi

Title: President and Principal Executive Officer

ICAHN ENTERPRISES FINANCE CORP.

By: /s/ Daniel A. Ninivaggi

Name: Daniel A. Ninivaggi

Title: President and Principal Executive Officer

ICAHN ENTERPRISES HOLDINGS L.P.

By: Icahn Enterprises G.P. Inc.,

its general partner

By: /s/ Daniel A. Ninivaggi

Name: Daniel A. Ninivaggi

Title: President and Principal Executive Officer

Show Raw Text
CORRESP
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filename1.htm

ICAHN ENTERPRISES L.P.

ICAHN ENTERPRISES FINANCE CORP.

767 Fifth Avenue – Suite 4700

New York, New York 10153

March 16, 2012

VIA ELECTRONIC TRANSMISSION

Loan Lauren P. Nguyen

Special Counsel

United States Securities and Exchange Commission

Division of Corporation 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

Filed January 20, 2012

File No. 333-179109

Dear Ms. Nguyen:

Pursuant to Rule 461 of the Securities Act
of 1933, as amended, Icahn Enterprises L.P., Icahn Enterprises Finance Corp. and Icahn Enterprises Holdings L.P. (collectively,
the “Company”) hereby request acceleration of the effective date of the above-referenced Registration Statement
on Form S-4, File No. 333-179109 (the “Registration Statement”) so that it may become effective at 12:00 noon
Eastern Time on Tuesday, March 20, 2012, 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.

    ICAHN ENTERPRISES L.P.

    By:
    Icahn Enterprises G.P. Inc.,

    its general partner

    By:
    /s/ Daniel
    A. Ninivaggi

    Name: Daniel A. Ninivaggi

    Title: President and Principal Executive Officer

    ICAHN ENTERPRISES FINANCE CORP.

    By:
    /s/ Daniel
    A. Ninivaggi

    Name: Daniel A. Ninivaggi

    Title: President and Principal Executive Officer

    ICAHN ENTERPRISES HOLDINGS L.P.

    By:
    Icahn Enterprises G.P. Inc.,

    its general partner

    By:
    /s/ Daniel
    A. Ninivaggi

    Name: Daniel A. Ninivaggi

    Title: President and Principal Executive Officer