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
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CORRESP
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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