SecProbe.io

April 30 , 2018

Jesse Lynn , Esq.
General Counsel
Icahn Enterprises L.P.
767 Fifth Avenue, Suite 4700
New York, NY 10153

Re: Sandridge Energy, Inc.
Preliminary Proxy Statement on Schedule 14A  filed by Carl C. Icahn, Icahn
Partners LP  et. al
Filed April 24 , 2018
File No. 1-33784

Dear M r. Lynn :

We have reviewed the filing above and have the following comment s.  In some of our
comment s, we may ask you to provide us with information so we may better understand the
disclosure.

Please respond to this letter by amending the filing or by providing the requested
information.  If you do not bel ieve our comments apply to the P articipants’ facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to the filing and the information you provide in response
to this comment, we may have  additional comments.   All defined terms used in this letter have
the same meaning as in the preliminary proxy statement  unless otherwise indicated.

Preliminary Proxy Statement

Cover Letter

1. We note the statement that “[a]ccording to SandRidge's Preliminary Proxy
Statement …and…Restated Certificate of Inc orporation, the election of the Nominees
requires the affirmative vote of a plurality of the votes cast  by the holders of Common
Stock at a meeting at which a quorum is present in person or represented by proxy. ”  It is
our understanding that Section 5.2 of the Company ’s Amended and Restated Certificate
of Incorporation provides that  the required vote for electing directors in a contested
electi on is the vote of a plurality of the shares represented in person or by proxy at the
meeting and entitled to vot e on the election of directors.   Please revi se accordingly.  Refer
to Item 21 of Schedule 14A.

Jesse Lynn , Esq.
Icahn Enterprises L.P.
April 30, 2018
Page 2

 Proposal 2 – Ratification and Extension of the Poison Pill

2. We note the statement under this caption  that “[i]n addition, according to the Company's
own disclosure, the Board purportedly adopted the Poison Pill to protect the shareholders
right to vote on the Merger …[s] ince th e Merger Agreement …has been terminated, the
Poison Pill is no longer needed and should not be extended .”  Based on the Company ’s
press release filed as an exhibit to its Current Repo rt on Form 8 -K dated November 27,
2017 , it appears that the Company adopt ed the shareholder rights plan not only to protect
the referenced right to vote on the Merger but for other reasons describe d in the press
release as well, including “to deter the acquisition of actual, de facto or negative control
of the Company by any person or group without appropriately compensating its
shareholders for such control .”  Please revise the disclosure to remove the implication
that the rationale cited in the Participants ’ proxy statement was the only reason for the
Board ’s adoption of the shareholder rights plan.

3. We note the statement under this caption  that “[t]he Participants believe the original
Poison Pil l was much broader than other shareholder rights plans and contained
ambiguous language that could interfere with communication between Shareholders and
may have been unenforceable under Delaware law. ”  With a view towards revised
disclosure, please provide  support for this statement.

4. We note the statement under this caption  that “[d]espite the Icahn Participants ’ multiple
comm unications regarding the Poison Pill, the Board and the Company did not amend the
Poison Pill or clarify the language in question until the Icahn Participants threatened to
bring a lawsuit on behalf of all stockholders. ”  Based on the disclosure contained in the
section entitled  “Background to the Solicitation ” and in the Company ’s Current Report
on Form 8 -K filed on December 1 1, 2017, it appears that:

 The Icahn Participants  first made the request for clarification through a letter to
the Board of Directors on November 30, 2017, where they raised “several
questions regarding the parameters of t he Poison Pill ” (see the “Background to the
Solicitation ”);
 Counsel  to the Company responded on December 8, 2017 to provide the
requested  clarity on the terms of the shareholder rights plan  (as noted in the
“Background to the Solicitation ”);
 The Compan y noted that certain specific actions would not trigger the shareholder
rights plan  (as noted in the referenced Form 8 -K)
 On December 9, 2017, counsel to the Icahn Group sought further clarity from the
Company  (as noted in the “Background to the Solicitation ”);
 On December 12, 2017, the Company responded by confirming that  “subject to
compliance by the Participants  with certain laws and the Company’s constituent
documents, none of the actions outlined in the Icahn Participant s’ November 30
letter would trigger the Pois on Pill ” (as noted in the “Background to the
Solicitation ”); and

Jesse Lynn , Esq.
Icahn Enterprises L.P.
April 30, 2018
Page 3

  On January 9, 2018, the Icahn Participants delivered a letter to the Board calling
for the termination of the Poison Pill and later that day, the Company issued a
press release respo nding to the Icahn Participants ’ letter  (as noted in the
“Background to the Solicitation ”).

Based on above, it appears that the Company did appear to respond to requests from the
Participants to clarify the language in question prior to the threat of a lawsuit.  Please
advise or revise  accordingly .

5. The following statement  appear s to impugn the character, integrity and personal
reputation of the Board  without adequate factual foundati on:

 “The Participants believe the proposal to ratify and extend the Poison Pill is part of
the B oard's continued attempts to entrench itself and stifle the voices  of Shareholders
while pursuing potentially self -serving  and value -destructive policies .”

Please do not use these or similar statements in the soliciting materials without providing
a proper factual foundation for the statements.  In addition, as to matters for which the
Participants do have a prope r factual foundation, please avoid making statements about
those matters that go beyond the scope of what is reasonably supported by the factual
foundation.  Please note that characterizing a statement as one’s opinion or belief does
not eliminate the need  to provide a proper factual foundation for the statement; there must
be a reasonable basis for each opinion or belief that the filing persons express.  Please
refer to Note (b) to Rule 14a -9.  To the extent the Participants are unable to provide
adequat e support, please file appropriate corrective disclosure and refrain from including
such statements in future soliciting materials.

Proposal 4 – Advisory Vote on Compensation of Named Executive Officers

6. Each sta tement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable factual basis must ex ist for such opinion or belief.  Support for any such
opinions or beliefs should be self -evident, disclosed in the soliciting materials or
provided to the staff on a supplemental basis with a view toward disclosure.  Please
provide support for the following statements  and/or revise accordingly :

 “As part of the emergence from bankruptcy …the Board failed to adequately address
the former chief executive officer's employment agreement such that, following his
termination, the Company was required to pay him outsized  severance …”  In addition
to providing support for such statement , please also consider the accuracy of such
statement given that disclosure in the Company ’s proxy statement appears to indicate
that the employment agreement with the Company ’s former chief executive officer
James Bennett was assumed pursuant to a plan of reorganization, which was
approved by substantial majorities of the Company’s creditor s and confirmed by the
Bankruptcy Court prior to  the appointment of the Company’s Board .  Based on

Jesse Lynn , Esq.
Icahn Enterprises L.P.
April 30, 2018
Page 4

 above, it appears that the incumbent directors  were not in a position to address the
terms of  Mr. Bennett ’s employment agreement.
 “Moreover, since emerging from bankruptcy, the Company h as not realigned its
executives ’ compensation with stockholder interests, continuing to provide outsized
compensation for the same execu tives who previously steered the Company into
bankruptcy. ”  Please provide support for the clam that the compensation is outsize,
e.g. as compared to the Company ’s peer group for executive compensation.

Proxy Card

7. We remind the Participants of their obligations under Exchange Act Rule 14a -6(e)(1)
with respect to the proxy card.

*     *     *

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff .

 Please contact me at (202) 551 -3444  with any questions.

Sincerely,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions