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SEC Company Response from ICAHN ENTERPRISES L.P. (IEP) (CIK 0000813762) (IEP) — Oct 5, 2016

ICAHN ENTERPRISES L.P. (IEP) (CIK 0000813762)
Date: Oct. 5, 2016 · CIK: 0000813762 · Accession: 0001144204-16-126909

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File numbers found in text: 333-213563

Date
October 5, 2016
Author
ICAHN ENTERPRISES, L.P.
Form
CORRESP
Company
ICAHN ENTERPRISES L.P. (IEP) (CIK 0000813762)

Letter

United States Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549-1004 Re: Icahn Enterprises L.P. and Icahn Enterprises Finance Corp. Registration Statement on Form S-3 File No. 333-213563

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 request acceleration of the effective date of the above-referenced Registration Statement on Form S-3, File No. 333-213563 (the “Registration Statement”) so that it may become effective at 3:00 PM Eastern Time on Friday, October 7, 2016, 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.

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, NY 10153

October 5, 2016

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. 333-213563

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 request acceleration of the effective date of the above-referenced
Registration Statement on Form S-3, File No. 333-213563 (the “Registration Statement”) so that it may become effective
at 3:00 PM Eastern Time on Friday, October 7, 2016, 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/ Keith Cozza

Keith Cozza

President, Chief Executive Officer and Director

ICAHN ENTERPRISES FINANCE CORP.

/s/ Keith Cozza

Keith Cozza

President, Chief Executive Officer and Director