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
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CORRESP
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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