SEC Company Response from ICAHN ENTERPRISES L.P. (IEP) (CIK 0000813762) (IEP) — Oct 7, 2013
ICAHN ENTERPRISES L.P. (IEP) (CIK 0000813762)
Date: Oct. 7, 2013 · CIK: 0000813762 · Accession: 0001144204-13-054294
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File numbers found in text: 333-188360
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CORRESP
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ICAHN ENTERPRISES L.P.
ICAHN ENTERPRISES FINANCE CORP.
767 Fifth Avenue, Suite 4700
New York, NY 10153
October 7, 2013
VIA ELECTRONIC TRANSMISSION
Justin Dobbie
Legal Branch Chief
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. and Icahn Enterprises Finance Corp.
Registration Statement on Form S-3
File No. 333-188360
Dear Mr. Dobbie:
Pursuant to Rule 461 of the Securities Act
of 1933, as amended, Icahn Enterprises L.P. (“Icahn Enterprises”) and Icahn Enterprises Finance Corp. (“Icahn
Enterprises Finance” and, together with Icahn Enterprises, the “Company”) hereby requests acceleration of the
effective date of the above-referenced Registration Statement on Form S-3, File No. 333-188360 (the “Registration Statement”)
so that it may become effective at 3:00 PM Eastern Time on Wednesday, October 9, 2013, 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.
[Signature page follows]
Respectfully submitted,
ICAHN ENTERPRISES, L.P.
By: Icahn Enterprises G.P. Inc., its general partner
/s/ Daniel A. Ninivaggi__________________
Daniel A. Ninivaggi
President
ICAHN ENTERPRISES FINANCE CORP.
/s/ Daniel A. Ninivaggi__________________
Daniel A. Ninivaggi
President
.