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SEC Company Response from ICAHN ENTERPRISES L.P. (IEP) (CIK 0000813762) (IEP) — Oct 9, 2012

ICAHN ENTERPRISES L.P. (IEP) (CIK 0000813762)
Date: Oct. 9, 2012 · CIK: 0000813762 · Accession: 0001144204-12-055161

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File numbers found in text: 333-183728

Date
October 9, 2012
Author
Legal Branch Chief
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-4 Filed September 5, 2012 File No. 333-183728 & -01 to -02

Dear Mr. Dobbie:

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. 333-183728 (the “Registration Statement”) so that it may become effective at 12:00 Noon Eastern Time on Friday, October 12, 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/ Peter Reck

Name: Peter Reck

Title: Chief Accounting Officer

Icahn Enterprises Finance Corp.

By: /s/ Peter Reck

Name: Peter Reck

Title: Chief Accounting Officer

Icahn Enterprises holdings L.P.

By: Icahn Enterprises G.P. Inc.,

its general partner

By: /s/ Peter Reck

Name: Peter Reck

Title: Chief Accounting Officer

Show Raw Text
CORRESP
1
filename1.htm

ICAHN ENTERPRISES L.P.

ICAHN ENTERPRISES FINANCE CORP.

Icahn
Enterprises Holdings L.P.

767 Fifth Avenue – Suite 4700

New York, New York 10153

October 9, 2012

VIA ELECTRONIC TRANSMISSION

Justin Dobbie

Legal Branch Chief

United States Securities and Exchange Commission

Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-1004

 Re: Icahn Enterprises L.P.

  Registration Statement on Form S-4

  Filed September 5, 2012

  File No. 333-183728 & -01 to -02

Dear Mr. Dobbie:

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. 333-183728 (the “Registration Statement”) so that it may become effective at 12:00 Noon Eastern
Time on Friday, October 12, 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/ Peter Reck

    Name: Peter Reck

    Title: Chief Accounting Officer

    Icahn
    Enterprises Finance Corp.

      By:
    /s/ Peter Reck

    Name: Peter Reck

    Title: Chief Accounting Officer

    Icahn
    Enterprises holdings L.P.

    By:
    Icahn Enterprises G.P. Inc.,

    its general partner

      By:
    /s/ Peter Reck

    Name: Peter Reck

    Title: Chief Accounting Officer