SecProbe.io

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 Jefferies LLC

 520 Madison Avenue

 New York, New York 10022

 August 26, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: 
 Irene Barberena-Meissner

 Daniel Morris

 Division of Corporation Finance

 Office of Energy & Transportation

 Re: Icahn Enterprises L.P.

 Registration Statement on Form S-3

 File No. 333-289228

 Acceleration Request

 Requested Date: August 26, 2025

 Requested Time: 4:00 P.M. Eastern Time

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities
Act of 1933, as amended (the " Act "), we hereby join in the request of Icahn Enterprises L.P. (the " Company ")
for acceleration of the effective date of the above-referenced Registration Statement, requesting effectiveness as of 4:00 P.M., Eastern
Time, on August 26, 2025, or at such later time as the Company or its outside counsel, Proskauer Rose LLP, may request via telephone
call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

 Pursuant to Rule 460 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, please be advised that there will
be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many
copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 We have complied and will comply with the requirements
of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature Page Follows]

 Very truly yours,

 JEFFERIES LLC

 By:
 /s/ Michael Magarro

 Name: 
 Michael Magarro

 Title:
 Managing Director

 [Signature Page to Underwriters'
Acceleration Request]

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 Icahn
Enterprises L.P.

 16690 Collins Avenue, PH-1

 Sunny Isles Beach, FL 33160

 August 25, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Energy & Transportation

 100 F Street, N.E.

 Washington, D.C. 20549- 7010

 Attention: Irene Barberena-Meissner and Daniel Morris

 Re:
 Icahn Enterprises L.P.

 Registration Statement on Form S-3
( File No. 333-289228)

 Dear Ms. Barberena-Meissner and Mr. Morris:

 Pursuant to Rule 461 of the Securities Act
of 1933, as amended, Icahn Enterprises L.P. hereby requests acceleration of the effective date of the above-referenced Registration
Statement on Form S-3 (File No. 333-289228) so that it may become effective at 4:00 p.m. Eastern Time on August 26,
2025, or as soon thereafter as practicable.

 Very truly yours,

 Icahn Enterprises L.P.

 By:
 /s/ Andrew Teno

 Name:
 Andrew Teno

 Title:
 President and Chief Executive Officer

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 Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299

 Louis Rambo

 Partner

 d 202.416.6878

 lrambo@proskauer.com

 www.proskauer.com

 August
21, 2025

 BY
EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporation Finance

 Office
of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Icahn Enterprises L.P.

 Registration Statement on Form S-3

 Filed August 4, 2025

 File No. 333-289228

 Dear
Ms. Barberena-Meissner and Mr. Morris:

 We
acknowledge receipt of the comment letter of the staff of the Division of Corporation Finance (the “Staff”) of the United
States Securities and Exchange Commission (the “Commission”) dated August 18, 2025, (the “Comment Letter”) with
regard to the above-referenced Registration Statement on Form S-3 (the “Registration Statement”). We have reviewed the Comment
Letter with Icahn Enterprises L.P. (the “Company”) and provide the following responses on the Company’s behalf.

 In
connection with this letter, the Company is filing an amendment to the Registration Statement (“Amendment No. 1”) on the
date hereof to respond to the Staff’s comment.

 For
ease of reference, the headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers contained in
the Comment Letter, and to facilitate your review, we have reproduced the text of the Staff’s comment in italicized print below.
Unless otherwise noted, references in this letter to page numbers and section headings refer to page numbers and section headings in
the Registration Statement, as indicated.

 Boca Raton | Boston
| Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Paris | São Paulo | Washington, DC

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 August 21, 2025

 Page 2

 Registration
Statement on Form S-3 filed August 4, 2025

 General

 1. We
 note your disclosure on the cover page and page 21 of your sales agreement prospectus that
 you have entered into Sales Agreements with Jefferies under which you may issue and sell
 your depositary units from time to time through Jefferies, as sales agent, having an aggregate
 offering amount of up to $412,611,563. We also note your disclosure that in connection with
 the sale of depositary units on your behalf, Jefferies may be deemed to be an “underwriter”
 within the meaning of the Securities Act, and the compensation of Jefferies may be deemed
 to be underwriting commissions or discounts. In view of Jeffries' role in your offering of
 depositary units as the sales agent, please tell us the basis for your conclusion that the
 Jeffries may not be deemed an "underwriter"
 within the meaning of Section 2(a)(11) of the Securities Act of 1933. Please refer to Question
 111.01 of our Securities Act Sections Compliance and Disclosure Interpretations, which are
 available on our website. Please note that if you determine that Jeffries is a statutory
 underwriter then you must identify Jeffries as such on your cover page and in your plan of
 distribution. Please refer to Items 501(b)(8) and 508 of Regulation S-K.

 Response:
 We respectfully acknowledge the Staff’s comment and advise
the Staff that, in response to the Staff’s comment, the Company has revised the disclosure regarding Jefferies’ status as
an “underwriter” on the cover page of the sales agreement prospectus, and in the Plan of Distribution section starting on
page 21 of the sales agreement prospectus, and has revised the description of the compensation to be paid to Jefferies pursuant to the
sales agreements in accordance with the Staff’s comment.

 *
* * * *

 We
appreciate the Staff’s time and attention, and we hope that the foregoing has been responsive to the Staff’s comments. If
you have any further questions or need any additional information, please feel free to contact the undersigned at (202) 416-6878 at your
convenience.

 Very
 truly yours,

 /s/
 Louis Rambo

 Louis
 Rambo

 Proskauer
 Rose LLP

 cc:
 Andrew Teno, Chief Executive Officer, Icahn Enterprises L.P.

 Jesse Lynn, General Counsel, Icahn Enterprises L.P.

 Joshua Apfelroth, Proskauer Rose LLP

 Jonathan DeSantis, Proskauer Rose LLP

August 18, 2025
Andrew Teno
President, Chief Executive Officer and Director
ICAHN ENTERPRISES L.P.
16690 Collins Avenue, PH-1
Sunny Isles Beach, FL 33160
Re:ICAHN ENTERPRISES L.P.
Registration Statement on Form S-3
Filed August 4, 2025
File No. 333-289228
Dear Andrew Teno:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3 filed August 4, 2025
General
We note your disclosure on the cover page and page 21 of your sales agreement
prospectus that you have entered into Sales Agreements with Jefferies under which
you may issue and sell your depositary units from time to time through Jefferies, as
sales agent, having an aggregate offering amount of up to $412,611,563. We also note
your disclosure that in connection with the sale of depositary units on your behalf,
Jefferies may be deemed to be an “underwriter” within the meaning of the Securities
Act, and the compensation of Jefferies may be deemed to be underwriting
commissions or discounts. In view of Jeffries' role in your offering of depositary units
as the sales agent, please tell us the basis for your conclusion that the Jeffries may  not
be deemed an "underwriter" within the meaning of Section 2(a)(11) of the Securities
Act of 1933. Please refer to Question 111.01 of our Securities Act Sections 1.

August 18, 2025
Page 2
Compliance and Disclosure Interpretations, which are available on our website. Please
note that if you determine that Jeffries is a statutory underwriter then you must
identify Jeffries as such on your cover page and in your plan of distribution. Please
refer to Items 501(b)(8) and 508 of Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Irene Barberena-Meissner at 202-551-6548 or Daniel Morris at 202-
551-3314 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Louis Rambo, Esq.

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ICAHN ENTERPRISES L.P.

ICAHN ENTERPRISES FINANCE CORP.

Icahn
Enterprises Holdings L.P.

16690 Collins Avenue, PH-1

Sunny Isles Beach, Florida 33160

August 30, 2024

VIA ELECTRONIC TRANSMISSION

Jenny O’Shanick

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-1004

    Re:
    Supplemental Letter with respect to the Registration Statement on Form S-4 (File No. 333-281731), of Icahn Enterprises L.P., Icahn Enterprises Finance Corp. and Icahn Enterprises Holdings L.P.

Ladies and Gentlemen:

Icahn Enterprises L.P., Icahn Enterprises Finance
Corp. and Icahn Enterprises Holdings L.P. (collectively, the “Registrants”) are registering the Registrants’
exchange offer (the “Exchange Offer”) pursuant to a Registration Statement on Form S-4 (File No. 333-281731), in reliance
on the position of the staff of the United States Securities and Exchange Commission enunciated in Exxon Capital Holdings Corporation  (available
April 13, 1988), Morgan Stanley & Co., Incorporated (available June 5, 1991) and Shearman &
Sterling (available July 2, 1993).

The Registrants represent as follows:

1. The Registrants have not entered into any
arrangement or understanding with any person to distribute the securities to be received in the Exchange Offer (collectively, the “New
Securities”) and, to the best of the Registrants’ information and belief, each person participating in the Exchange Offer
(i) has no arrangement or understanding with any person to participate in a distribution of the New Securities, (ii) is neither an “affiliate”
of any of the Registrants within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”),
nor a broker-dealer acquiring the New Securities in exchange for securities acquired directly from the Registrants for its own account
and (iii) is acquiring the New Securities in the ordinary course of its business.

2. The Registrants will make each person participating
in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if the Exchange Offer is being registered for the
purpose of secondary resales, any securityholder using the Exchange Offer to participate in a distribution of the New Securities (i) could
not rely on the staff position enunciated in no-action letters issued to unrelated third parties (such as Exxon Capital Holdings Corporation (available
April 13, 1988) and similar letters) and (ii) must comply with the registration and prospectus delivery requirements of the
Securities Act, in connection with a secondary resale transaction.  The Registrants acknowledge that such a secondary resale
transaction should be covered by an effective registration statement containing the selling securityholder information required by Item
507 of Regulation S-K under the Securities Act.

3. The Registrants will make each person participating
in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that (i) any broker-dealer who holds existing securities acquired
for its own account as a result of market-making activities or other trading activities, and who receives New Securities in exchange for
such existing securities pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements
of the Securities Act (as described in Shearman & Sterling (available July 2, 1993)) in connection with any
resale of such New Securities, and (ii) by executing the letter of transmittal, any such broker-dealer represents that it will so deliver
a prospectus meeting the requirements of the Securities Act.

4. The Registrants will include in the transmittal
letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer the following additional
provision: if the exchange offeree is a broker-dealer holding existing securities acquired for its own account as a result of market-making
activities or other trading activities, an acknowledgement that it will deliver a prospectus meeting the requirements of the Securities
Act in connection with any resale of New Securities received in respect of such existing securities pursuant to the Exchange Offer. The
transmittal letter or similar documentation may also include a statement to the effect that by so acknowledging and by delivering a prospectus,
a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

5. None of the Registrants nor any affiliate
of the Registrants has entered into any arrangement or understanding with any broker-dealer to distribute the New Securities.

[Signature page follows]

    2

    Very truly yours,

    Icahn Enterprises L.P.

    By:
    Icahn Enterprises G.P. Inc.,

    its general partner

    By:
    /s/ Ted Papapostolou

    Name:
     Ted Papapostolou

    Title:
    Chief Financial Officer

    Icahn Enterprises Finance Corp.

    By:
    /s/ Ted Papapostolou

    Name:
     Ted Papapostolou

    Title:
    Chief Financial Officer

    Icahn Enterprises holdings L.P.

    By:
    Icahn Enterprises G.P. Inc.,

    its general partner

    By:
    /s/ Ted Papapostolou

    Name:
     Ted Papapostolou

    Title:
    Chief Financial Officer

Signature Page to Exxon Letter

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ICAHN ENTERPRISES L.P.

ICAHN ENTERPRISES FINANCE CORP.

Icahn
Enterprises Holdings L.P.

16690 Collins Avenue, PH-1

Sunny Isles Beach, Florida 33160

August 30, 2024

VIA ELECTRONIC TRANSMISSION

Jenny O’Shanick

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., Icahn Enterprises Finance Corp. and Icahn Enterprises Holdings L.P.

Registration Statement on Form S-4

Filed August 23, 2024

File No. 333-281731

Dear Ms. O’Shanick:

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. hereby request acceleration of
the effective date of the above-referenced Registration Statement on Form S-4, File No. 333-281731, so that it may become effective at
2:00 p.m. Eastern Time on September 4, 2024, or as soon thereafter as practicable.

[Signature page follows]

    Very truly yours,

    Icahn Enterprises L.P.

    By:
    Icahn Enterprises G.P. Inc.,

    its general partner

    By:
    /s/ Ted Papapostolou

    Name:
     Ted Papapostolou

    Title:
    Chief Financial Officer

    Icahn Enterprises Finance Corp.

    By:
    /s/ Ted Papapostolou

    Name:
     Ted Papapostolou

    Title:
    Chief Financial Officer

    Icahn Enterprises holdings L.P.

    By:
    Icahn Enterprises G.P. Inc.,

    its general partner

    By:
    /s/ Ted Papapostolou

    Name:
     Ted Papapostolou

    Title:
    Chief Financial Officer

Signature Page to Acceleration Request

August 27, 2024
Andrew Teno
Chief Executive Officer
ICAHN ENTERPRISES L.P.
16690 Collins Avenue, PH-1
Sunny Isles Beach, FL 33160
Re:ICAHN ENTERPRISES L.P.
Registration Statement on Form S-4
Filed on August 23, 2024
File No. 333-281731
Dear Andrew Teno:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Louis E. Rambo, Esq.

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Icahn
Enterprises L.P.

16690 Collins Avenue, PH-1

Sunny Isles Beach, FL 33160

July 22, 2022

VIA EDGAR

Gregory Herbers

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549- 7010

    Re:
    Icahn Enterprises L.P.

Registration Statement on Form S-3 (File
No. 333- 266174)

Dear Mr. Herbers:

Pursuant to Rule 461 of the Securities Act of 1933,
as amended, Comtech Telecommunications Corp. hereby requests acceleration of the effective date of the above-referenced Registration Statement
on Form S-3 (File No. 333- 266174) so that it may become effective at 4:00 p.m. Eastern Time on July 26, 2022, or as soon thereafter as
practicable.

  Very truly yours,

    Icahn Enterprises L.P.

    By:
    /s/ David Willetts

    Name:
    David Willetts

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
July 22, 2022
David Willetts
President, Chief Executive Officer
Icahn Enterprises L.P.
16690 Collins Avenue, PH-1
Sunny Isles Beach, FL 33160
Re:Icahn Enterprises L.P.
Registration Statement on Form S-3
Filed July 15, 2022
File No. 333-266174
Dear Mr. Willetts:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Louis Rambo

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CORRESP

 VIA EDGAR

March 11, 2022

 Mr. Perry Hindin

Special Counsel, Office of Mergers and Acquisitions

 U.S.
Securities and Exchange Commission

 Division of Corporate Finance

100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Southwest Gas Holdings, Inc.

Schedule TO-T, as amended

Filed January 26, 2022 by IEP Utility Holdings LLC, Icahn Enterprises

Holding L.P., Icahn Enterprises L.P., Icahn Enterprises G.P. Inc., Beckton

Corp. and Carl C Icahn

File No. 5-89940

Dear Mr. Hindin:

 On behalf of IEP Utility Holdings LLC
(the “Offeror”), we respectfully submit this letter in response to the comments of the staff (the “Staff”) of the United States Securities and Exchange Commission (the “SEC”) set forth in the
Staff’s February 28, 2022 letter. Capitalized terms that are used but not defined herein have the meanings ascribed to such terms in the Schedule TO-T and related exhibits (as amended and
supplemented from time to time, the “Schedule TO”). For ease of reference, each of the Staff’s comments is set forth in italic type immediately before the Offeror’s response below.

Amendment No. 14 to Schedule TO filed on January 26, 2022

General

1.
 Please refer to our comment letter dated February 28, 2022 regarding the related proxy
statement filed on February 15, 2022 by Carl C. Icahn et al. and revise the tender offer disclosure to include conforming disclosure, as applicable.

RESPONSE: On behalf of the Offeror, we acknowledge the Staff’s comment and will address the Staff’s comment, as applicable, in
connection with the next amendment of the Schedule TO.

  Corby.Baumann@ThompsonHine.com Fax: 212.344.6101 Phone: 212.908.3933

2.
 Please provide an update as to the status of IEP Utility’s various applications for the required
regulatory approvals and whether IEP Utility expects to receive the required approval prior to the Annual Meeting.

RESPONSE: We respectfully advise the Staff that there is no current need for the Offeror to apply for regulatory approvals in Arizona,
California or Nevada. The trigger for when regulatory approvals are required in Arizona, California and Nevada depends on the change of ownership interest.1 Here, the actual ownership interest of
the Offeror and its affiliates will not be known until the closing of the Offer as the Offeror is seeking to “acquire any and all Shares” that are properly tendered and not withdrawn. If, for example, the Offeror were to obtain 20% or
fewer Shares in the Offer, then no regulatory approvals would be required to be obtained regardless of the proposed Trust structure. In addition, in light of the proposed Trust structure, neither the Offeror nor any individual Trust can acquire the
quantity of Shares that would trigger the need for regulatory approval in order to close the acquisition of tendered Shares. Finally, there is no certain regulatory process for obtaining what would amount to an advisory opinion regarding the
possible need for regulatory approval on the basis of a broad range of hypotheticals, none of which may actually occur.

1
 Under Arizona law, the organization or “reorganization” of an entity that directly or indirectly
controls a public utility is subject to review by the Arizona Corporation Commission (the “ACC”) under the ACC’s Public Utilities Holding Companies and Affiliated Interests Rules (“ACC Rules”). Under the ACC
Rules, a “reorganization” includes the “acquisition or divestiture of a financial interest” in an entity that controls a public utility, the merger of an entity that controls a public utility or the reconfiguration of the
corporate structure that affects the position of the public utility in the corporate structure. “Control” is considered to be the “power to direct the management policies of an entity” that directly or indirectly controls
a public utility, “whether through ownership of voting securities, or by contract, or otherwise.” ACC Decision No. 58063 (November 3, 1992) identified six situations where the ACC will review a potential organization or
“reorganization” of public utility holding company. The acquisition or transfer of more than 50% of the common stock of a public utility holding company would likely be considered to be an organization or reorganization of a public utility
holding company subject to ACC review. Therefore, because Southwest Gas Holdings is a public utility holding company, the acquisition or transfer of more than 50% of the issued and outstanding Shares would be subject to oversight by the ACC.

 In California, an authorization from the California Public Utilities Commission (the “CPUC”) is
required before an entity may acquire or control either directly or indirectly any California public utility. Southwest Gas Corporation, a subsidiary of Southwest Gas, is a public utility that is regulated by the CPUC. The CPUC assesses each
application on a case-by-case basis. Past decisions have indicated that holding an interest under 30 percent alone would not trigger required approval and that the California Corporations Code definition of “control” at 50 percent is
guiding. Under the Public Utilities Code, transactions involving the acquisition or control of a public utility that has gross annual California revenue in excess of $500 million are subject to a different standard of review than transactions
involving the acquisition or control of a public utility that has gross annual California revenue of less than $500 million. Southwest Gas Corporation’s California revenues for 2021 were less than $500 million.

Under Nevada law, any transaction of a regulated entity or holding company owning or controlling a regulated utility company in which not more
than 25% of the common stock is transferred is subject to the review and approval of the Public Utilities Commission of Nevada (the “PUCN”). Southwest Gas is a holding company that owns and controls a regulated utility company
operating in Nevada such that the acquisition or transfer of more than 25% of the Shares would be subject to the review and approval of the PUCN.

 2

 The Offeror and its legal representatives have provided information to, and had discussions
with, regulators regarding the formation of the Trusts to hold the Shares and the terms on which the Shares would be held by the Trusts. While the regulatory authorities have not approved or denied the proposed trust structure, the Offeror believes
that no regulatory approvals are required to be obtained prior to the closing of the Offer given that any Shares in excess of 24.9% of the Shares will be placed into the Trusts and held pursuant to the Trust Agreements.

Accordingly, the process for obtaining any regulatory approvals would occur following the closing of the Offer and only if the Offeror (or its
affiliates) wish to exercise any voting rights, direction or control over the Shares that are held in Trust. At such time, the Offeror will make a specific application for approval of its ownership of the Shares that are then held in Trust in each
of the states in which it is required based on the then known ownership amounts. Because the number of the Shares that the Offer would potentially own will be known at that time, the applications would follow the standard process provided under
state law for obtaining approvals from the regulators in Arizona, California and Nevada and would relate to the actual ownership that would occur if the Shares in the Trust were to be held by the Offeror or one of its affiliates. At such time, the
regulators would have jurisdiction to review these applications based on specific facts and to provide a formal decision in accordance with applicable state laws as the matter would no longer be considered speculative or advisory. It should be noted
that even if any such application were to be denied, it would not affect or impact the consummated Offer or any tendering stockholders as the Shares would then simply remain in the Trust(s) and continue to be subject to the terms and conditions of
the Trust(s) as outlined below.

3.
 We note the disclosure indicating that the Offeror will enter into one or more Trust Agreements with
independent third-party trustees to form one or more statutory trusts under Delaware law and that upon the closing of the Offer, if Shares are tendered that would result in the Offeror and its affiliates holding more than 24.9% of the Shares, then
all Shares in excess of 24.9% will be transferred to one or more independent Trusts with each Trust being independent of the other trusts and not owning more than 24.9% of all the Shares. The disclosure also indicates that the Trust Agreements will
require that the trustee for each Trust vote the Shares held in such Trust in the independent trustee’s sole and absolute discretion without consultation with the Offeror and its affiliates.

As noted in Exchange Act Rule 14d-1(g)(2), the term “bidder” is defined as any person who
makes a tender offer or “on whose behalf a tender offer is made.” Thus, the bidder concept encompasses persons or entities other than the actual purchaser of securities in a tender offer. Please refer to the factors discussed in
“Identifying the Bidder in a Tender Offer” in Section II.D.2 of the Current Issues and Rulemaking Projects Outline (November 14, 2000) available on our web site at http://www.sec.gov/divisions/corpfin/guidance/ci111400ex_tor.htm. With a
view towards revised disclosure, please tell us what consideration you have given to including either now, or at such point in the future when the Trusts are created, the Trusts and related independent third party trustees as bidders. In responding
to this comment, consider the disclosure referenced above as well as the disclosure suggesting that the Trusts:

•
 will be formed for the purpose of eliminating as a condition to the Offer the requirement to obtain
approvals from the regulators in Arizona, California and Nevada prior to the closing of the Offer;

 3

•
 will beneficially own the securities purchased by the named bidder in the tender offer; and

•
 will benefit from the transaction by virtue of becoming owner of up to 24.9% of the Shares.

 In addition to the factors noted, please also consider that a stockholder may consider material to its decision whether to tender
into the Offer (or alternatively, remain as a stockholder and participate in the Company’s future prospects) information regarding the Trusts as fellow shareholders – shareholders that individually or in the aggregate may potentially hold
a significant, or even controlling, amount of shares of the Company’s common stock. Such information could include, without limitation, the bidder’s identity and background, any borrowings by the
co-bidder for the purposes of the tender offer and any plans or proposals that would result in, among other things, an extraordinary transaction between the co-bidder
and the target company. As a reminder, to the extent that you add additional parties as bidders, please be aware that you must include all of the disclosure required by Schedule TO as to such parties individually. You may also be required to
disseminate revised offer materials and to extend the length of the offer, depending on the materiality of any new information provided.

RESPONSE: We acknowledge the Staff’s comment. However, we do not believe that the statutory trusts, which may be formed to
facilitate the closing of the Offer (each, a “Trust” and, collectively, the “Trusts”), would be “bidders” in the Offer. We have reviewed the Staff’s guidance provided in Section II.D.2 of the
“Current Issues and Rulemaking Projects” outline (November 2000) available on the SEC’s website and believe that an analysis of the particular facts and circumstances of the Offer leads to the conclusion that the Trusts are not
“bidders” within the meaning of Rule 14d-1(g)(2). Bidder status is a question that is determined by the particular facts and circumstances of each transaction. Based on SEC guidance, in
assessing whether the Trusts were bidders, the Offeror looked at the following factors with regard to the Trusts:

•
 Did the person play a significant role in initiating, structuring, and negotiating the tender offer?

 No. The Offer was launched by the Offeror on October 27, 2021. As of the date hereof, the Trusts have not been
formed and will only be formed in connection with the closing of the Offer (when it is determined that one or more Trusts will be necessary in order to close the Offer based on the number of Shares that have been tendered into the Offer).
Accordingly, the Trusts have played no role in initiating, structuring, or negotiating the Offer. Delaware Trust Company (“Trust Company”) has been involved in discussions with the Offeror, at the Offeror’s request, for
the limited purpose of determining the form of trust agreement that would govern the Trusts should such trusts be formed. Neither the Trusts nor the Trust Company have participated in any negotiations or discussions with Southwest Gas concerning the
Offer. The structure with respect to the Trusts as disclosed in the Schedule TO was determined by the Offeror in consultation with its legal advisors, including regulatory counsel in Arizona, California and Nevada. We note that it is also possible
that the Trusts may not be needed and, in such case, will not be formed, depending on the number of Shares that are ultimately tendered into the Offer. In the event that the number of Shares tendered into the Offer, when added with the 4.9% of the
Shares currently owned by affiliates of the Offeror, does not exceed 24.9% of the Shares, then no Trusts will be formed as the Offeror and its affiliates may hold up to 24.9% of the Shares.

 4

•
 Is the person acting together with the named bidder?

No. Neither the Trusts nor the Trust Company are acting together with the Offeror. Neither the Trusts nor the Trust Company have any ability to
cause the Offeror to take any actions with respect to the Offer. Neither the Trusts nor the Trust Company have any decision-making authority with respect to the Offer.

•
 To what extent did or does the person control the terms of the offer?

None. The Trusts and the Trust Company have not, and have no ability to, control the terms of the Offer.

•
 Is the person providing financing for the tender offer, or playing a primary role in obtaining
financing?

 No. The Trusts and Trust Company are not providing financing for the Offer.

•
 Does the person control the named bidder, directly or indirectly?

No. Neither the Trust Company nor the Trust has any economic interest in, or control rights over, the Offeror.

•
 Did the person form the nominal bidder, or cause it to be formed?

No. As of the date hereof, the Trusts have not been formed. The Trusts did not cause the formation of the Offeror.

•
 Would the person beneficially own the securities purchased by the named bidder in the tender offer or the
assets of the target company?

 In certain circumstances, the Trusts would beneficially own Shares. To the extent that
Shares are purchased in the Offer such that the Offeror and its affiliates would own more than 24.9% of the Shares, then one or more Trusts will be formed to hold any such Shares in excess of 24.9%. If such trusts are ultimately formed, the Trust
Agreement, in the form filed as an exhibit with the Schedule TO, will govern such Trusts. The Offeror is the sole beneficiary of the Trusts and will ultimately direct the creation and funding of the Trust. While the Trusts will hold beneficial
ownership over the Shares held in such trust and will exercise voting power with respect to such Shares, the Trust Agreement demonstrates that the Trusts are intended to be in place for a limited period of time until any required regulatory
approvals have been obtained and the Shares may be transferred to the Offeror. We believe that this factor alone is not enough to make the Trusts or the Trust Company a “bidder” in ligh

CORRESP
1
filename1.htm

ICAHN ENTERPRISES L.P.

ICAHN ENTERPRISES FINANCE CORP.

16690 Collins Avenue, PH-1

Sunny Isles Beach, Florida 33160

July 21, 2021

VIA ELECTRONIC TRANSMISSION

Kevin Stertzel

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

    Filed July 14, 2021

    File No. 333-257902

Dear Mr. Stertzel:

Pursuant to Rule 461 of the Securities Act of 1933,
as amended, Icahn Enterprises L.P. and Icahn Enterprises Finance Corp. hereby request acceleration of the effective date of the above-referenced
Registration Statement on Form S-3, File No. 333-257902, so that it may become effective at 4:00 pm Eastern Time on July 23, 2021, or
as soon thereafter as practicable.

[Signature page follows]

    Very truly yours,

    Icahn Enterprises L.P.

    By:
    Icahn Enterprises G.P. Inc.,

    its general partner

    By:
    /s/ Ted Papapostolou

    Name:
    Ted Papapostolou

    Title:
    Chief Accounting Officer

    Icahn Enterprises Finance Corp.

    By:
    /s/ Ted Papapostolou

    Name:
    Ted Papapostolou

    Title:
    Chief Accounting Officer

Signature Page to Acceleration Request

United States securities and exchange commission logo
July 19, 2021
Aris Kekedjian
Chief Executive Officer
ICAHN ENTERPRISES L.P.
16690 Collins Ave, PH-1
Sunny Isles Beach, FL 33160
Re:ICAHN ENTERPRISES L.P.
Form S-3 Filed July 14, 2021
File No. 333-257902
Dear Mr. Kekedjian:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kevin Stertzel at (202) 551-3723 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

ICAHN ENTERPRISES L.P.

ICAHN ENTERPRISES FINANCE CORP.

Icahn
Enterprises Holdings L.P.

16690 Collins Avenue, PH-1

Sunny Isles Beach, Florida 33160

June 2, 2021

VIA ELECTRONIC TRANSMISSION

Jeffrey Gordon

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-1004

    Re:
    Supplemental Letter with
    respect to the Registration Statement on Form S-4 (File No. 333-256259), as amended, of Icahn Enterprises L.P., Icahn Enterprises
    Finance Corp. and Icahn Enterprises Holdings L.P.

Ladies and Gentlemen:

Icahn Enterprises L.P., Icahn Enterprises Finance
Corp. and Icahn Enterprises Holdings L.P. (collectively, the “Registrants”) are registering the Registrants’
exchange offer (the “Exchange Offer”) pursuant to a Registration Statement on Form S-4 (File No. 333-256259), as amended,
in reliance on the position of the staff of the United States Securities and Exchange Commission enunciated in Exxon Capital Holdings
Corporation  (available April 13, 1988), Morgan Stanley & Co., Incorporated (available June 5,
1991) and Shearman & Sterling (available July 2, 1993).

The Registrants represent as follows:

1. The Registrants have not entered into any
arrangement or understanding with any person to distribute the securities to be received in the Exchange Offer (collectively, the “New
Securities”) and, to the best of the Registrants’ information and belief, each person participating in the Exchange Offer
(i) has no arrangement or understanding with any person to participate in a distribution of the New Securities, (ii) is neither an “affiliate”
of any of the Registrants within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”),
nor a broker-dealer acquiring the New Securities in exchange for securities acquired directly from the Registrants for its own account
and (iii) is acquiring the New Securities in the ordinary course of its business.

2. The Registrants will make each person participating
in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if the Exchange Offer is being registered for the
purpose of secondary resales, any securityholder using the Exchange Offer to participate in a distribution of the New Securities (i) could
not rely on the staff position enunciated in no-action letters issued to unrelated third parties (such as Exxon Capital Holdings Corporation (available
April 13, 1988) and similar letters) and (ii) must comply with the registration and prospectus delivery requirements of the
Securities Act, in connection with a secondary resale transaction.  The Registrants acknowledge that such a secondary resale
transaction should be covered by an effective registration statement containing the selling securityholder information required by Item
507 of Regulation S-K under the Securities Act.

3. The Registrants will make each person
participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that (i) any broker-dealer who holds
existing securities acquired for its own account as a result of market-making activities or other trading activities, and who
receives New Securities in exchange for such existing securities pursuant to the Exchange Offer, may be a statutory underwriter and
must deliver a prospectus meeting the requirements of the Securities Act (as described in Shearman &
Sterling (available July 2, 1993)) in connection with any resale of such New Securities, and (ii) by executing the
letter of transmittal, any such broker-dealer represents that it will so deliver a prospectus meeting the requirements of the
Securities Act.

4. The Registrants will include in the transmittal
letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer the following additional
provision: if the exchange offeree is a broker-dealer holding existing securities acquired for its own account as a result of market-making
activities or other trading activities, an acknowledgement that it will deliver a prospectus meeting the requirements of the Securities
Act in connection with any resale of New Securities received in respect of such existing securities pursuant to the Exchange Offer. The
transmittal letter or similar documentation may also include a statement to the effect that by so acknowledging and by delivering a prospectus,
a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

5. None of the Registrants nor any affiliate
of the Registrants has entered into any arrangement or understanding with any broker-dealer to distribute the New Securities.

[Signature page follows]

    2

    Very truly yours,

    Icahn Enterprises
    L.P.

    By:
    Icahn Enterprises
    G.P. Inc.,

    its general
    partner

    By:
    /s/
    Ted Papapostolou

    Name:
    Ted Papapostolou

    Title:
    Chief Accounting Officer

    Icahn Enterprises Finance Corp.

    By:
    /s/ Ted Papapostolou

    Name:
    Ted Papapostolou

    Title:
    Chief Accounting Officer

    Icahn Enterprises holdings L.P.

    By:
    Icahn Enterprises G.P. Inc.,

    its general partner

    By:
    /s/ Ted Papapostolou

    Name:
    Ted Papapostolou

    Title:
    Chief Accounting Officer

Signature Page to Exxon
Letter

CORRESP
1
filename1.htm

ICAHN ENTERPRISES L.P.

ICAHN ENTERPRISES FINANCE CORP.

Icahn
Enterprises Holdings L.P.

16690 Collins Avenue, PH-1

Sunny Isles Beach, Florida 33160

June 2, 2021

VIA ELECTRONIC TRANSMISSION

Jeffrey Gordon

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., Icahn Enterprises Finance Corp. and Icahn Enterprises Holdings L.P.

Registration Statement on Form S-4

Filed May 18, 2021

File No. 333-256259

Dear Mr. Gordon:

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. hereby request acceleration of
the effective date of the above-referenced Registration Statement on Form S-4, File No. 333-256259, as amended, so that it may become
effective at 2:30 pm Eastern Time on June 4, 2021, or as soon thereafter as practicable.

[Signature page follows]

    Very truly yours,

    Icahn Enterprises
    L.P.

    By:
    Icahn Enterprises G.P. Inc.,

    its general partner

    By:
    /s/ Ted Papapostolou

    Name:
    Ted Papapostolou

    Title:
    Chief Accounting Officer

    Icahn Enterprises Finance Corp.

    By:
    /s/ Ted Papapostolou

    Name:
    Ted Papapostolou

    Title:
    Chief Accounting Officer

    Icahn Enterprises holdings L.P.

    By:
    Icahn Enterprises G.P. Inc.,

    its general partner

    By:
    /s/ Ted Papapostolou

    Name:
    Ted Papapostolou

    Title:
    Chief Accounting Officer

Signature Page to Acceleration Request

United States securities and exchange commission logo
May 25, 2021
Aris Kekedjian
President, Chief Executive Officer and Director
Icahn Enterprises L.P.
16690 Collins Avenue, PH-1
Sunny Isles Beach, FL 33160
Re:Icahn Enterprises L.P.
Form S-4 Filed May 18, 2021
File No. 333-256259
Dear Mr. Kekedjian:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeffrey Gordon at 202-551-3866 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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

February 5, 2020

VIA ELECTRONIC TRANSMISSION

Beverly Singleton

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-1004

    Re:
    Supplemental Letter with respect to the Registration Statement on Form S-4 (File No. 333-235600), as amended, of Icahn Enterprises L.P., Icahn Enterprises Finance Corp. and Icahn Enterprises Holdings L.P.

Ladies and Gentlemen:

Icahn Enterprises L.P., Icahn Enterprises
Finance Corp. and Icahn Enterprises Holdings L.P. (the “Registrants”) are registering the Registrants’
exchange offer (the “Exchange Offer”) pursuant to a Registration Statement on Form S-4 (File No. 333-235600),
as amended, in reliance on the position of the staff of the United States Securities and Exchange Commission enunciated in Exxon
Capital Holdings Corporation  (available April 13, 1988), Morgan Stanley & Co., Incorporated
(available June 5, 1991) and Shearman & Sterling (available July 2, 1993).

The Registrants represent as follows:

1. The Registrants have not entered
into any arrangement or understanding with any person to distribute the securities to be received in the Exchange Offer (collectively,
the “New Securities”) and, to the best of the Registrants’ information and belief, each person participating
in the Exchange Offer (i) has no arrangement or understanding with any person to participate in a distribution of the New Securities,
(ii) is neither an “affiliate” of any of the Registrants within the meaning of Rule 405 under the Securities Act of
1933, as amended (the “Securities Act”), nor a broker-dealer acquiring the New Securities in exchange for securities
acquired directly from the Registrants for its own account and (iii) is acquiring the New Securities in the ordinary course of
its business.

2. The Registrants will make each person
participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if the Exchange Offer is being
registered for the purpose of secondary resales, any securityholder using the Exchange Offer to participate in a distribution of
the New Securities (i) could not rely on the staff position enunciated in no-action letters issued to unrelated third parties
(such as Exxon Capital Holdings Corporation (available April 13, 1988) and similar letters) and (ii) must
comply with the registration and prospectus delivery requirements of the Securities Act, in connection with a secondary resale
transaction.  The Registrants acknowledge that such a secondary resale transaction should be covered by an effective
registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities
Act.

3. The Registrants will make each person
participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that (i) any broker-dealer who holds
existing securities acquired for its own account as a result of market-making activities or other trading activities, and
who receives New Securities in exchange for such existing securities pursuant to the Exchange Offer, may be a statutory underwriter
and must deliver a prospectus meeting the requirements of the Securities Act (as described in Shearman & Sterling (available
July 2, 1993)) in connection with any resale of such New Securities, and (ii) by executing the letter of transmittal, any
such broker-dealer represents that it will so deliver a prospectus meeting the requirements of the Securities Act.

4. The Registrants will include in
the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer
the following additional provision: if the exchange offeree is a broker-dealer holding existing securities acquired for its own
account as a result of market-making activities or other trading activities, an acknowledgement that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of New Securities received in respect of such existing
securities pursuant to the Exchange Offer. The transmittal letter or similar documentation may also include a statement to the
effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act.

5. None of the Registrants nor any
affiliate of the Registrants has entered into any arrangement or understanding with any broker-dealer to distribute the New
Securities.

[Signature page follows]

      2

    Very truly yours,

    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

Signature Page to Exxon Letter

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

February 5, 2020

VIA ELECTRONIC TRANSMISSION

Beverly Singleton

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., Icahn Enterprises Finance Corp. and Icahn Enterprises Holdings L.P.

    Registration Statement on Form S-4

    Initially Filed December 19, 2019

    File No. 333-235600

Dear Ms. Singleton:

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. hereby request
acceleration of the effective date of the above-referenced Registration Statement on Form S-4, File No. 333-235600, as amended,
so that it may become effective at 3:00 p.m. Eastern Time on February 7, 2020, or as soon thereafter as practicable.

[Signature page follows]

    Very truly yours,

    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

Signature Page to Acceleration Request

December 30, 2019
Keith Cozza
President, Chief Executive Officer, and Director
Icahn Enterprises L.P.
767 Fifth Avenue, Suite 4700
New York, NY 10153
Re:Icahn Enterprises L.P.
Registration Statement on Form S-4
Filed December 19, 2019
File No. 333-235600
Dear Mr. Cozza:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action, or absence of action by the staff.
            Please contact Edward M. Kelly, Senior Counsel, at (202) 551-3728 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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

September 18, 2019

VIA ELECTRONIC TRANSMISSION

Beverly Singleton

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., Icahn Enterprises Finance Corp. and Icahn Enterprises Holdings L.P.

    Registration Statement on Form S-4

    Filed August 30, 2019

    File No. 333-233536

Dear Ms. Singleton:

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. hereby request
acceleration of the effective date of the above-referenced Registration Statement on Form S-4, File No. 333-233536, so that it
may become effective at 2:00 p.m. Eastern Time on Friday, September 20, 2019, or as soon thereafter as practicable.

[signature page follows]

    Very truly yours,

    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

Signature Page to Acceleration Request

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

September 18, 2019

VIA ELECTRONIC TRANSMISSION

Beverly Singleton

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-1004

 Re: Supplemental
Letter with respect to the Registration Statement on Form S-4 (File No. 333-233536) of Icahn Enterprises L.P., Icahn
Enterprises Finance Corp. and Icahn Enterprises Holdings L.P.

Ladies and Gentlemen:

Icahn Enterprises L.P., Icahn Enterprises
Finance Corp. and Icahn Enterprises Holdings L.P. (the “Registrants”) are registering the Registrants’
exchange offer (the “Exchange Offer”) pursuant to a Registration Statement on Form S-4 (File No. 333-233536)
in reliance on the position of the staff of the United States Securities and Exchange Commission enunciated in Exxon Capital
Holdings Corporation  (available April 13, 1988), Morgan Stanley & Co., Incorporated (available
June 5, 1991) and Shearman & Sterling (available July 2, 1993).

The Registrants represent as follows:

1. The Registrants have not entered
into any arrangement or understanding with any person to distribute the securities to be received in the Exchange Offer (collectively,
the “New Securities”) and, to the best of the Registrants’ information and belief, each person participating
in the Exchange Offer (i) has no arrangement or understanding with any person to participate in a distribution of the New Securities,
(ii) is neither an “affiliate” of any of the Registrants within the meaning of Rule 405 under the Securities Act of
1933, as amended (the “Securities Act”), nor a broker-dealer acquiring the New Securities in exchange for securities
acquired directly from the Registrants for its own account and (iii) is acquiring the New Securities in the ordinary course of
its business.

2. The Registrants will make each person
participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if the Exchange Offer is being
registered for the purpose of secondary resales, any securityholder using the Exchange Offer to participate in a distribution of
the New Securities (i) could not rely on the staff position enunciated in no-action letters issued to unrelated third parties
(such as Exxon Capital Holdings Corporation (available April 13, 1988) and similar letters) and (ii) must
comply with the registration and prospectus delivery requirements of the Securities Act, in connection with a secondary resale
transaction.  The Registrants acknowledge that such a secondary resale transaction should be covered by an effective
registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities
Act.

3. The Registrants will make each person
participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that (i) any broker-dealer who holds
existing securities acquired for its own account as a result of market-making activities or other trading activities, and
who receives New Securities in exchange for such existing securities pursuant to the Exchange Offer, may be a statutory underwriter
and must deliver a prospectus meeting the requirements of the Securities Act (as described in Shearman & Sterling  (available
July 2, 1993)) in connection with any resale of such New Securities, and (ii) by executing the letter of transmittal, any
such broker-dealer represents that it will so deliver a prospectus meeting the requirements of the Securities Act.

4. The Registrants will include in
the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer
the following additional provision: if the exchange offeree is a broker-dealer holding existing securities acquired for its own
account as a result of market-making activities or other trading activities, an acknowledgement that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of New Securities received in respect of such existing
securities pursuant to the Exchange Offer. The transmittal letter or similar documentation may also include a statement to the
effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act.

5. None of the Registrants nor any
affiliate of the Registrants has entered into any arrangement or understanding with any broker-dealer to distribute the New
Securities.

[signature page
follows]

    2

    Very truly yours,

    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

Signature Page to Exxon Letter

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

September 18, 2019

VIA ELECTRONIC TRANSMISSION

Heather Clark

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., Icahn Enterprises Finance Corp. and Icahn Enterprises Holdings L.P.

Registration
Statement on Form S-3

File
No. 333-232711

Dear Ms. Clark:

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. hereby request
acceleration of the effective date of the above-referenced Registration Statement on Form S-3, File No. 333-232711, as amended,
so that it may become effective at 4:00 p.m. Eastern Time on Friday, September 20, 2019, or as soon thereafter as practicable.

[Signature page
follows]

    Very truly yours,

    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

Signature Page to Acceleration Request

September 9, 2019
Jesse Lynn
General Counsel
Icahn Enterprises L.P.
767 Fifth Avenue, Suite 4700
New York, New York 10153
Re:Icahn Enterprises L.P.
Registration Statement on Form S-4
Filed August 30, 2019
File No. 333-233536
Dear Mr. Lynn:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Beverly Singleton at (202) 551-3328 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

July 26, 2019
Jesse Lynn
General Counsel
Icahn Enterprises L.P.
767 Fifth Avenue, Suite 4700
New York, New York 10153
Re:Icahn Enterprises L.P.
Registration Statment on Form S-3
Filed July 18, 2019
File No. 333-232711
Dear Mr. Lynn:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Heather Clark at 202-551-3624 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

Mail Stop 3561       January  5, 2018

Keith Cozza
Chief Executive Officer
Icahn  Enterprises L.P.
767 Fifth Avenue, Suite 4700
New York, NY 10153

Re: Icahn  Enterprises L.P.
  Registration Statement on Form S-4
Filed  December 21 , 2017
  File No.  333-222222

Dear Mr. C ozza:

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Julie Griffith at 202-551-3267  with any questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief
Office of Transportation and Leisure

CORRESP
1
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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

January 8, 2018

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 December 21, 2017

File No. 333-222222

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. 333-222222 (the “Registration Statement”) so that it may become effective at 12:00 Noon
Eastern Time on Wednesday, January 10, 2018, 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]

    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

CORRESP
1
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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

January 8, 2018

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:
    Supplemental Letter with respect to the Registration Statement on Form S-4 (File No. 333-222222) of Icahn Enterprises L.P., Icahn Enterprises Finance Corp. and Icahn Enterprises Holdings L.P.

Ladies and Gentlemen:

Icahn Enterprises L.P., Icahn Enterprises
Finance Corp. and Icahn Enterprises Holdings L.P. (the “Registrants”) are registering the Registrants’
exchange offer (the “Exchange Offer”) pursuant to a Registration Statement on Form S-4 (File No. 333-222222)
in reliance on the position of the staff of the United States Securities and Exchange Commission enunciated in Exxon Capital
Holdings Corporation  (available April 13, 1988), Morgan Stanley & Co., Incorporated (available
June 5, 1991) and Shearman & Sterling (available July 2, 1993).

The Registrants represent as follows:

1. The Registrants have not entered
into any arrangement or understanding with any person to distribute the securities to be received in the Exchange Offer (collectively,
the “New Securities”) and, to the best of the Registrants’ information and belief, each person participating
in the Exchange Offer (i) has no arrangement or understanding with any person to participate in the distribution of the New Securities,
(ii) is neither an “affiliate” of any of the Registrants within the meaning of Rule 405 under the Securities Act of
1933, as amended (the “Securities Act”), nor a broker-dealer acquiring the New Securities in exchange for securities
acquired directly from the Registrants for its own account and (iii) is acquiring the New Securities in the ordinary course it’s
of business.

2. The Registrants will make each person
participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if the Exchange Offer is being
registered for the purpose of secondary resales, any securityholder using the Exchange Offer to participate in a distribution of
the New Securities (a) could not rely on the staff position enunciated in no-action letters issued to unrelated third parties
(such as Exxon Capital Holdings Corporation  (available April 13, 1988) and similar letters) and (b) must
comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities
Act”), in connection with a secondary resale transaction.  The Registrants acknowledge that such a secondary
resale transaction should be covered by an effective registration statement containing the selling securityholder information required
by Item 507 of Regulation S-K under the Securities Act.

3. The Registrants will make each person
participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that (i) any broker-dealer who holds
existing securities  acquired for its own account as a result of market-making activities or other trading activities,
and who receives New Securities in exchange for such existing securities pursuant to the Exchange Offer, may be a statutory underwriter
and must deliver a prospectus meeting the requirements of the Securities Act (as described in Shearman & Sterling  (available
July 2, 1993)) in connection with any resale of such New Securities, and (ii) by executing the letter of transmittal, any
such broker-dealer represents that it will so deliver a prospectus meeting the requirements of the Securities Act.

4. The Registrants will include in
the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer
the following additional provision: if the exchange offeree is a broker-dealer holding existing securities acquired for its own
account as a result of market-making activities or other trading activities, an acknowledgement that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of New Securities received in respect of such existing
securities pursuant to the Exchange Offer. The transmittal letter or similar documentation may also include a statement to the
effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act.

5. None of the Registrants nor any
affiliate of the Registrants has entered into any arrangement or understanding with any broker-dealer to distribute the New
Securities.

[signature page follows]

    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

Mail Stop 3561

September 20 , 2017

SungHwan Cho
Chief Financial Officer
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
767 Fifth Avenue, Suite 4700
New York, NY 10153

Re: Icahn Enterprises L.P.
Icahn Enterprises Holdings L .P.
Form 10 -K for Fiscal Year Ended December 31, 2016
  Filed March 1, 2017
  File No s. 001-09516 and 333-118021 -01

Dear  Mr. Cho:

We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and  Leisure

CORRESP
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		Wdesk | Document

Icahn Enterprises L.P.

Icahn Enterprises Holdings L.P.

September 5, 2017

VIA ELECTRONIC TRANSMISSION

Ms. Melissa Raminpour

Branch Chief

Office of Transportation and Leisure

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:    Icahn Enterprises L.P.

Icahn Enterprises Holdings L.P.

Form 10-K for Fiscal Year Ended December 31, 2016

Response dated August 10, 2017

File No. 1-09516

File No. 333-118021-01

Dear Ms. Raminpour:

Reference is made to the comment of the Staff of the Securities and Exchange Commission (the “Staff”) in your letter dated August 21, 2017 with respect to the joint Annual Report on Form 10-K of Icahn Enterprises L.P. and Icahn Enterprises Holdings L.P. (collectively, the “Company”), for the fiscal year ended December 31, 2016 (the “Comment Letter”).

We are writing to respond to the comments contained in the Comment Letter.  For your convenience, the Staff's comments have been retyped below in boldface type, and the Company's responses are provided immediately after the comments.

Form 10-K for Fiscal Year Ended December 31, 2016

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, Investment, page 108

1.

 We have reviewed your response to prior comment 1 and also the proposed revision to the narrative discussion of the Investment Funds’ performance attribution. Please give consideration to further expanding this discussion to identify those individual securities or class of securities (e.g., basic materials, consumer, non-cyclical, energy, financial, etc.) that were in a short or long position and had a material impact on the Investment segment’s net loss and the reason(s) underlying material changes in their net income (loss) from investment activities. For example, please discuss your investments held in Herbalife Ltd. and Hertz Global Holdings, Inc. and the significant losses recorded in the Investment segment for fiscal year 2016 pertaining to these two securities. Reference is made to financial statement note 5, Investments and Related Matters, at page 173, and also to the sample listing of individual securities held in the Investment segment disclosed in the second to the last paragraph of page 1 of the 2016 Annual Report on Form 10-K.

The Company respectfully advises the Staff that the Company will consider further expanding our previously proposed discussion of the results of operations of our Investment segment in future filings with the SEC by adding additional discussion of the performance of investments in the specific investment sectors that significantly impacted our Investment segment's results of operations.

With respect to our investments held in Herbalife Ltd. and Hertz Global Holdings, Inc. and the significant losses recorded in the Investment segment for 2016 pertaining to these two securities, the Company notes that these securities are included in the consumer, non-cyclical sector and discussed within that context in our proposed discussion below. The primary drivers

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153 TELEPHONE (212) 702-4300 FAX (212) 750-5841

NASDAQ - IEP

impacting our Investment segment's results of operations for 2016 are not limited to these two securities. Therefore, we do not believe that specifically discussing these securities is appropriate as such discussion will de-emphasize the more significant drivers impacting our Investment segment's results of operations for 2016.

For your convenience, with respect to our Investment segment’s discussion of results of operations, we have provided our further revised proposed discussion below, in its entirety.

Investment

We invest our proprietary capital through various private investment funds ("Investment Funds"). As of December 31, 2016 and 2015, we had investments with a fair market value of approximately $1.7 billion and $3.4 billion, respectively, in the Investment Funds. As of December 31, 2016 and 2015, the total fair market value of investments in the Investment Funds made by Mr. Icahn and his affiliates (excluding us) was approximately $3.7 billion and $4.1 billion, respectively.

For the years ended December 31, 2016, 2015 and 2014, our Investment Funds' returns were (20.3)%, (18.0)% and (7.4)%, respectively. Our Investment Funds' returns represent a weighted-average composite of the average returns, net of expenses. The following table sets forth the performance attribution for the Investment Funds returns.

 Year Ended December 31,

 2016

 2015

 2014

Long positions

 16.3

  %

 (18.1

 )%

 11.4

  %

Short positions

 (34.1

 )%

 0.8

  %

 (18.7

 )%

Other

 (2.5

 )%

 (0.7

 )%

 (0.1

 )%

 (20.3

 )%

 (18.0

 )%

 (7.4

 )%

Our Investment segment's results of operations are reflected in net income (loss) on the consolidated statements of operations. Our Investment segment's net income (loss) is driven by the amount of funds allocated to the Investment Funds and the performance of the underlying investments in the Investment Funds. Future funds allocated to the Investment Funds may increase or decrease based on the contributions and redemptions by the Holding Company and by Mr. Icahn and his affiliates. Additionally, historical performance results of the Investment Funds are not indicative of future results as past market conditions, investment opportunities and investment decisions may not occur in the future. For example, changes in general market conditions coupled with changes in exposure to short and long positions have significant impact on our results of operations and the comparability of results of operations year over year and as such, future results of operations will be impacted by our future exposures and future market conditions, which may not be consistent with prior trends. Refer to the "Investment Segment Liquidity" section of our "Liquidity and Capital Resources" discussion for additional information regarding our Investment segment's exposure as of December 31, 2016.

The following table presents the net income (loss) for our Investment segment for the years ended December 31, 2016, 2015 and 2014.

 Year Ended December 31,

 2016

 2015

 2014

 (in millions)

Long positions

 $

 552

 $

 (1,586

 )

 $

 1,047

Short positions

 (1,894

 )

 5

 (1,722

 )

Other

 (145

 )

 (84

 )

 (9

 )

 $

 (1,487

 )

 $

 (1,665

 )

 $

 (684

 )

Years Ended December 31, 2016 and 2015

For 2016, the Investment Funds' negative performance was driven by net losses in their short positions, offset in part by net gains in their long positions. Losses in short positions were attributable to the negative performance of broad market hedges of approximately $1.5 billion. The positive performance of our Investment segment's long positions was driven by gains from a certain basic materials sector investment of $561 million. The aggregate performance of investments with gains across various other sectors were offset by the aggregate performance of investments with losses primarily in the technology and consumer non-cyclical sectors.

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153 TELEPHONE (212) 702-4300 FAX (212) 750-5841

NASDAQ - IEP

For 2015, the Investment Funds' negative performance was driven by net losses in their long positions. The negative performance of our Investment segment's long positions was driven by losses from two energy sector investments and a certain basic materials sector investment aggregating approximately $2.0 billion. This was offset in part by the performance of investments with gains primarily in the communications and consumer, non-cyclical sectors.

Years Ended December 31, 2015 and 2014

For 2015, the Investment Funds' negative performance was driven by net losses in their long positions. The negative performance of our Investment segment's long positions was driven by losses from two energy sector investments and a certain basic materials sector investment aggregating approximately $2.0 billion. This was offset in part by the performance of investments with gains primarily in the communications and consumer non-cyclical sectors.

For 2014, the Investment Funds' negative performance was driven by net losses in their short positions, offset in part by net gains in their long positions. Losses in short positions were attributable to the negative performance of broad market hedges of approximately $1.2 billion. Additional short position losses are attributable to investments in other index sector positions as well as certain equity positions. The positive performance of our Investment segment's long positions was driven by gains form a certain technology sector investment of approximately $1.4 billion and a certain consumer non-cyclical sector investment of $944 million. This was offset in part by the performance of a certain consumer, non-cyclical sector investment with a loss of $553 million and from two investments with losses in the energy sector.

Please contact me should you have any questions or additional comments.

Very truly yours,

/s/SungHwan Cho

SungHwan Cho

Chief Financial Officer

Icahn Enterprises G.P. Inc., the general partner of

Icahn Enterprises L.P. and Icahn Enterprises Holdings L.P.

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153 TELEPHONE (212) 702-4300 FAX (212) 750-5841

NASDAQ - IEP

Mail Stop 3561

Augus t 21, 2017

SungHwan Cho
Chief Financial Officer
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
767 Fifth Avenue, Suite 4700
New York, NY 10153

Re: Icahn Enterprises L.P.
Icahn Enterprises Holdings L .P.
Form 10 -K for Fiscal Year Ended December 31, 2016
  Response dated August 10, 2017
  File No. 001 -09516
File No. 333-118021 -01

Dear  Mr. Cho:

We have reviewed your  August 10, 2017  response to our comment letter and have the
following comments .  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing th e requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2016

Item 7. Management’s Discussion and Analysis  of Financial Condition and Results of
Operations

Results of Operations , Investment, page 108

1. We have reviewed your response to prior c omment 1 and also the proposed revision to
the narrative discussion of the Investment Funds’ performance attribution.  Please give
consideration to further expanding this discussion to identify those individual securities
or class of securities (e.g., basi c materials, consumer, non -cyclical, energy, financial, etc.)
that were in a short or long position and had a material impact on the Investment

SungHwan Cho
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
August 21, 2017
Page 2

 segment’s net loss and the reason(s) underlying material changes in their net income
(loss) from investment acti vities.  For example, please discuss your investments held in
Herbalife Ltd. and Hertz Global Holdings, Inc. and the significant losses recorded in the
Investment segment for fiscal year 2016 pertaining to these two securities.  Reference is
made to financ ial statement note 5, Investments and Related Matters, at page 173, and
also to the sample listing of individual securities held in the Investment segment
disclosed in the second to the last paragraph of page 1 of the 2016 Annual Report on
Form 10 -K.

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

You may contact Beverly A. Singleton at (202) 551 -3328 if  you have questions regarding
comments on the financial  statements and related matters.  Please contact me at (202) 551 -3379
with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

CORRESP
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		Wdesk | Document

Icahn Enterprises L.P.

Icahn Enterprises Holdings L.P.

August 10, 2017

VIA ELECTRONIC TRANSMISSION

Ms. Melissa Raminpour

Branch Chief

Office of Transportation and Leisure

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:    Icahn Enterprises L.P.

Icahn Enterprises Holdings L.P.

Form 10-K for Fiscal Year Ended December 31, 2016

Filed March 1, 2017

File No. 1-09516

File No. 333-118021-01

Dear Ms. Raminpour:

Reference is made to the comment of the Staff of the Securities and Exchange Commission (the “Staff”) in your letter dated August 1, 2017 with respect to the joint Annual Report on Form 10-K of Icahn Enterprises L.P. and Icahn Enterprises Holdings L.P. (collectively, the “Company”), for the fiscal year ended December 31, 2016 (the “Comment Letter”).

We are writing to respond to the comments contained in the Comment Letter.  For your convenience, the Staff's comments have been retyped below in boldface type, and the Company's responses are provided immediately after the comments.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, Investment, page 108

1.

 We note your disclosure of returns and performance attribution for the results of operations for your Investment Funds segment and it appears this disclosure does not comply with Item 303 of Regulation S-K. For example, there does not appear to be analysis linking these metrics to the changes in the results of operations for this segment, there does not appear to be a sufficient analysis of the factors underlying changes in these key metrics, and there is no discussion of known trends or uncertainties. Please also note that prefacing a reference to the source or sources of changes with the word "primarily" obscures the ability of the reader to identify the material sources of the change. Please provide us with proposed revisions to your disclosure to quantify and provide analysis of the impact of each material factor impacting your Investment Funds results of operations to provide better insight into the underlying reasons behind the changes in your results and known trends and uncertainties. Please also reference Section III.D of Release No. 33-6835 and Section III.B of Release No. 33-8350.

The Company respectfully advises the Staff that the Company will expand its discussion of the results of operations of our Investment segment in future filings with the SEC, including our interim filings, by adding:

(i) a tabular comparison of net income or loss for all periods in addition to the existing tabular comparison of performance attribution,

(ii) a discussion of known trends and uncertainties, and

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153 TELEPHONE (212) 702-4300 FAX (212) 750-5841

NASDAQ - IEP

(iii) a revised narrative discussion of the factors directly impacting net income or loss from our Investment segment. Such discussion will also use year-to-year comparisons which will include dollar amounts included in net income or loss that correlate to the returns percentages in the performance attribution table.

A discussion of known trends and uncertainties will include a disclosure similar to the following:

"Our Investment segment's net income (loss) is driven by the amount of funds available to invest and the performance of the Investment Funds with respect to the amount of those funds available to invest. Future funds available to invest may increase or decrease based on the liquidity of the Holding Company and that of Mr. Icahn and his affiliates. Additionally, historical performance results of the Investment Funds are not indicative of future results as past market conditions, investment opportunities and investment decisions may not occur in the future. For example, changes in general market conditions coupled with changes in exposure to short and long positions have significant impact on our results of operations and the comparability of results of operations year over year and as such, future results of operations will be impacted by our future exposures and future market conditions, which may not be consistent with prior trends. Refer to the "Investment Segment Liquidity" section of our "Liquidity and Capital Resources" discussion for additional information regarding our Investment segment's exposure as of December 31, 2016."

Additionally, as requested by the Staff, below we are providing proposed revisions to our future narrative discussion of the Investment Funds' performance attribution to replace our existing discussion in order to quantify and provide analysis of the impact of each material factor impacting our Investment segment results of operations to provide better insight into the underlying reasons behind the changes in its results of operations.

Year Ended December 31, 2016 and 2015

Our Investment segment had net loss of approximately $1.5 billion for 2016 compared to net loss of approximately $1.7 billion for 2015. For 2016 and 2015, net loss was attributable to the Investment Funds' negative returns.

For 2016, the Investment Funds' negative returns were driven by net losses in their short positions, accounting for approximately $1.9 billion of our Investment segment's net loss, as well as other net losses of $146 million, offset in part by net gains in their long positions, accounting for $552 million of net income. For 2015, the Investment Funds' negative returns were driven by net losses in their long positions, accounting for approximately $1.6 billion of our Investment segment's net loss, as well as other net losses of $85 million, offset in part by net gains in their short positions, accounting for $5 million of net income. Performance of the Investment Funds' core equity holdings are the significant factors accounting for changes in long positions and performance of broad market hedges accounted for changes in short positions.

Year Ended December 31, 2015 and 2014

Our Investment segment had net loss of approximately $1.7 billion for 2015 compared to net loss of $684 million for 2014. For 2015 and 2014, net loss was attributable to the Investment Funds' negative returns.

For 2015, the Investment Funds' negative returns were driven by net losses in their long positions, accounting for approximately $1.6 billion of our Investment segment's net loss, as well as other net losses of $85 million, offset in part by net gains in their short positions, accounting for $5 million of net income. For 2014, the Investment Funds' negative returns were driven by net losses in their short positions, accounting for approximately $1.7 billion of our Investment segment's net loss, as well as other net losses of $9 million, offset in part by net gains in their long positions, accounting for approximately $1.0 billion of net income. Performance of the Investment Funds' core equity holdings are the significant factors accounting for changes in long positions and performance of broad market hedges accounted for changes in short positions.

2.

 Refer to the tabular presentation and discussion of Consolidated Cash Flows on page 123. Please expand to also include tabular and narrative discussion for each year in which statements of cash flows are presented. In this regard, your current disclosure only encompassed the most recent fiscal year rather than the three-year period ended December 31, 2016. Please see Instruction 1 of Item 303(A) of Regulation S-K.

The Company respectfully advises the Staff that the Company will expand its discussion of consolidated cash flows in future filings with the SEC, including our interim filings, by providing a tabular and narrative discussion for each period in which the statements of cash flows are presented. Such discussion will use year-to-year comparisons in both the tabular presentation and the narrative discussion as well as other adjustments to our presentation and discussion in order to enhance a reader's understanding of our Holding Company and segment level cash flows.

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153 TELEPHONE (212) 702-4300 FAX (212) 750-5841

NASDAQ - IEP

Please contact me should you have any questions or additional comments.

Very truly yours,

/s/SungHwan Cho

SungHwan Cho

Chief Financial Officer

Icahn Enterprises G.P. Inc., the general partner of

Icahn Enterprises L.P. and Icahn Enterprises Holdings L.P.

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153 TELEPHONE (212) 702-4300 FAX (212) 750-5841

NASDAQ - IEP

August 1, 2017

SungHuan Cho
Chief Financial Officer
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
767 Fifth Avenue, Suite 4700
New York, NY  10153

Re: Icahn Enterprises L.P.
 Icahn Enterprises Holdings L.P.
 Form 10-K for Fiscal Year Ended December 31, 2016
Filed March 1, 2017
File No. 333 -118021 -01

Dear Mr. Cho :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31 , 2016

Item 7. Management’s Discussion and Analysis  of Financial Condition and Results of
Operations

Results of Operations , Investment, page 108

1. We note your disclosure of returns and performance attribution for the results of
operations  for your Investment Funds se gment and it appears this disclosure does not
comply with Item 303 of Regulation S -K.  For example, there does not appear to be
analysis linking these metrics to the changes in the results of operations for this segment,
there does not appear to be a suffi cient analysis of the factors underlying changes in these
key metrics, and there is no discussion of known trends or uncertainties.  Please also note
that prefacing a reference to the source  or sources  of changes with the word "primarily"
obscures the abil ity of the reader to identify the material sources  of the change.  Please

SungHuan Cho
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
August 1, 2017
Page 2

 provide us with proposed revisions to your disclosure to quantify and provide analysis of
the impact of each material factor impacting your Investment Funds results of operations
to provide better insight into the underlying reasons behind the changes in your results
and known trends and uncertainties.  Please also reference Section III.D of Release No.
33-6835 and Section III.B of Release No. 33 -8350.

Liquidity and Capital Resourc es, page 120

2. Refer to the tabular presentation and discussion of Consolidated Cash Flows on page 123.
Please expand to also include tabular and narrative discussion for each year in which
statements of cash flows are presented.  In this regard, your current disclosure  only
encompassed the most recent fiscal year rather than the three -year period ended
December 31, 2016.  Please see Instruction 1 of Item 303(A) of Regulation S -K.

We remind you that the company and its management are responsible for the accuracy
and a dequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Beverly A. Singleton at (202) 551 -3328 or me at (202) 551 -3379  with
any questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

CORRESP
1
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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

Mail Stop 3561
September 22, 2016

Keith Cozza
Chief Executive Officer
Icahn Enterprises L.P.
767 Fifth Avenue, Suite 4700
New York, NY 10153

Re: Icahn Enterprises L.P.
  Registration Statement on Form S-3
Filed  September 9, 2016
  File No.  333-213563

Dear Mr. Cozza :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.  Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any act ion with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of th e disclosure in the f iling; and

 the company 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.

Keith Cozza
Icahn Enterprises L.P.
September 22, 2016
Page 2

Please refer to Rules 460 and 461  regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities und er
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Donald E. Field  at (202) 551 -3680  with any questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief
Office of Transportation and Leisure

cc: Julie M. Allen, Esq.
Proskauer Rose LLP

May 25, 2016
Mail Stop 4628

Keith Cozza
Chief Executive Officer
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
767 Fifth Avenue, Suite 4700
New York, NY 10153

Re: Icahn Enterprises L.P.
 Icahn Enterprise s Holdings L.P.
Form 10-K for the Fiscal Year e nded December 31, 2015
Filed February 29, 2016
File No. 001-09516
File No. 333 -118021 -01

Dear Mr. Cozza :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Secur ities Exchange Act of 1934 and all applicable rules require.

        Sincerely,

        /s/ Karl Hiller

        Karl Hiller
        Branch Chief

CORRESP
1
filename1.htm

		SEC Document

Icahn Enterprises L.P.

May 23, 2016

VIA ELECTRONIC TRANSMISSION

Mr. Karl Hiller

Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:    Icahn Enterprises L.P.

Icahn Enterprises Holdings L.P.

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 29, 2016

File No. 1-09516

File No. 333-118021-01

Dear Mr. Hiller:

Reference is made to the comment of the Staff of the Securities and Exchange Commission (the “Staff”) in your letter dated May 18, 2016 with respect to the joint Annual Report on Form 10-K ("2015 Form 10-K") of Icahn Enterprises L.P. and Icahn Enterprises Holdings L.P. (collectively, the “Company”), for the fiscal year ended December 31, 2015 (the “Comment Letter”).

We are writing to respond to the comment contained in the Comment Letter.  For your convenience, the Staff's comment has been retyped below in boldface type, and the Company's response is provided immediately after the comment.

Business, page 1

The Icahn Strategy, page 2

1.

 We note your disclosure explaining that the year-end price of your depositary units reflected an increase of approximately 1,024% over a sixteen year period, since January 1, 2000 (including reinvestment of distributions into additional depositary units and taking into account in-kind distributions of depositary units), with comparison to the S&P 500, Dow Jones Industrial and Russell 2000 indices, having increased approximately 89%, 122% and 178%, respectively, over the same period (including reinvestment of distributions into those indices).

Please expand your disclosure to clarify your objective in presenting the measure of price increase and comparisons and if similar measures would not reflect a consistent pattern of increase during other timeframes within the sixteen year period, such as the three, five or eight preceding fiscal years, then please also address the range of divergence and any material anomalies that may be apparent in such other measures.

The Company respectfully advises the Staff that to the extent the Company includes measures of returns of its depositary units over certain specified periods and other similar measures in future filings, the Company will expand its disclosures by providing an objective for including such measures of returns.  In addition, the Company will include returns of its depositary units over other timeframes, such as three, five or eight preceding fiscal years (within the seventeen fiscal year period, in the case of the Company's Form 10-K for the fiscal year ending December 31, 2016) so as to provide comparisons of returns over such periods.

In connection with responding to the Comment Letter, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153 TELEPHONE (212) 702-4300 FAX (212) 750-5841

NASDAQ - IEP

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact me should you have any questions or additional comments.

Very truly yours,

/s/Keith Cozza

Keith Cozza

Chief Executive Officer

Icahn Enterprises G.P. Inc., the general partner of

Icahn Enterprises L.P. and Icahn Enterprises Holdings L.P.

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153 TELEPHONE (212) 702-4300 FAX (212) 750-5841

NASDAQ - IEP

May 18, 2016
Mail Stop 4628

Keith Cozza
Chief Executive Officer
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
767 Fifth Avenue, Suite 4700
New York, NY 10153

Re: Icahn Enterprises L.P.
 Icahn Enterprise s Holdings L.P.
Form 10-K for the Fiscal Year e nded December 31, 2015
Filed February 29, 2016
File No. 001-09516
File No. 333 -118021 -01

Dear Mr. Cozza :

We have limited our review  of your filing s to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days b y providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments , we may have  additional comments.

Form 10 -K for the Fiscal Year ended December 31, 2015

Business, page 1

The Icahn Strategy, page 2

1. We note your disclosure explaining that the year -end price of your depositary units
reflected an increase of approximatel y 1,024% over a sixteen year period, since January
1, 2000 (including reinvestment of distributions into additional depositary units and
taking into account in -kind distributions of depositary units), with comparison to the S&P
500, Dow Jones Industrial an d Russell 2000 indices, having increased approximately
89%, 122% and 178%, respectively, over the same period (including reinvestment of
distributions into those indices).

Keith Cozza
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
May 18, 2016
Page 2

 Please expand your disclosure to clarify your objective in presenting the measure of price
increase and comparison s and if similar measures would not reflect a  consistent pattern of
increase  during other timeframes within the sixteen year period, s uch as the three, five or
eight  preceding fiscal years, then please also address the range of divergence and  any
material anomalies that may be apparent in such other measures .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the  federal securities laws of the United States.

You may contact John Cannarella, Staff Accountant, at (202) 551 -3337 if you have
questions regarding our comments and related matters.  Please contact me at (202) 551 -3686
with any other questions.

Sincer ely,

        /s/ Karl Hiller

        Karl Hiller
        Branch Chief

December 1, 2014

Via E -mail
Keith Cozza
Chief Executive Officer
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
767 Fifth Avenue, Suite 4700
New York, NY  10153

 Re: Icahn Enterprises L.P.
  Icahn Enterprises Holdings L.P.
  Form 10 -K for the Fiscal Year Ended December 31, 2013
  Filed March 3 , 2014
  File No. 1 -09516

Dear Mr. Cozza :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any perso n under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director

CORRESP
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		October 2014 Comment Letter Response

Icahn Enterprises L.P.

October 9, 2014

VIA ELECTRONIC TRANSMISSION

Mr. H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:    Icahn Enterprises L.P.

Icahn Enterprises Holdings L.P.

Form 10-K for the Fiscal Year Ended December 31, 2013

Filed March 3, 2014

File No. 1-09516

Dear Mr. Schwall:

Reference is made to the comments of the Staff of the Securities and Exchange Commission (the “Staff”) in your letter dated October 6, 2014 with respect to the joint Annual Report on Form 10-K ("2013 Form 10-K") of Icahn Enterprises L.P. and Icahn Enterprises Holdings L.P. (collectively, the “Company”), for the fiscal year ended December 31, 2013 (the “Comment Letter”).

We are writing to respond to the comments contained in the Comment Letter.  For your convenience, the Staff's comments have been retyped below in boldface type, and the Company's responses are provided immediately after each comment.

Executive Compensation. page 244

Compensation Discussion and Analysis. page 244

Compensation Components, page 245

1.

 We note your response to prior comment 7 that the increase in Mr. Ninivaggi's base salary from $742,500 in 2012 to $2,205,345 in 2013 was "primarily due to Mr. Ninivaggi's increasing job responsibilities with respect to the Company and its subsidiaries." You also state in this response that "[d]uring 2013, Mr. Cozza received a salary of $1,019,240 which was determined based on various factors, including, but not limited to, overall job performance, including performance against corporate and individual objectives, job responsibilities and teamwork." Please enhance your proposed disclosure regarding Mr. Ninivaggi's "increasing responsibilities" and how these responsibilities resulted in his base salary determination for 2013. Similarly, please also elaborate upon the "various factors" considered in determining Mr. Cozza's base salary and how these factors resulted in his base salary determination. Please further discuss specific items of corporate performance there were taken into account in setting Messrs. Ninivaggi and Cozza's base salary. Refer to Item 402(b)(1)(vi) and (vii) of Regulation S-K.

In response to the Staff's Comment Letter, we have included below our original response to Comment No. 7 as filed on September 15, 2014, and have provided additional clarifying language in italics that we believe would address the Staff's current comment.  In future filings, the Company will provide the following enhanced disclosure regarding Mr. Ninivaggi's and Mr. Cozza's salary with respect to Part III, Item 11, "Executive Compensation" of Form 10-K:

"Pursuant to the Ninivaggi Employment Agreement by and between us and Mr. Ninivaggi, Mr. Ninivaggi was originally entitled to a base salary at the per annum rate of $650,000 for 2012.  Pursuant to the 2012 Ninivaggi Employment Agreement, Mr. Ninivaggi was entitled to receive a base salary of $1.3 million per annum effective November 1, 2012.  Effective January 1, 2013, pursuant to the 2013 Ninivaggi Employment Agreement, Mr. Ninivaggi was entitled to a base salary of $2.2 million per annum. Effective January 1, 2014, pursuant to the 2013 Amended Ninivaggi Employment Agreement, Mr. Ninivaggi was entitled to a base salary of $2.6 million per annum.  Increases within the respective years in Mr. Ninivaggi's salary were based on various factors, including, but not limited to, overall job performance, including performance against corporate and individual objectives, job responsibilities and teamwork.  In particular, Mr. Ninivaggi's salary increases during 2012 and 2013 were primarily due to Mr. Ninivaggi's increasing job responsibilities with respect to the Company and its subsidiaries.  The Company notes that during 2013, Mr. Ninivaggi's increasing job responsibilities included overseeing the Company's capital

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153 TELEPHONE (212) 702-4300 FAX (212) 750-5841

NASDAQ - IEP

raising efforts through the execution of multiple equity and debt offerings.  Also, during 2013, Mr. Ninivaggi's job responsibilities included significant hands-on involvement with certain of the Company's subsidiaries, including, but not limited to, providing guidance with respect to their strategic and operational initiatives which included raising capital, re-organizations and restructuring efforts.  In recognition of Mr. Ninivaggi's significant increase in responsibilities, his salary for 2013 was substantially increased relative to 2012. Although the Company does not have pre-established policy or target for establishing salary levels, the Company notes that Mr. Ninivaggi's salary increase in 2013 also reflects the significant improvement of Company's financial performance relative to 2012. Effective February 5, 2014, Mr. Ninivaggi tendered his resignation as the President and Chief Executive Officer of Icahn Enterprises and Icahn Enterprises Holdings.  Effective February 5, 2014, Mr. Ninivaggi commenced serving as the Co-Chief Executive Officer of Federal-Mogul Corporation, a subsidiary of Icahn Enterprises, a supplier of automotive powertrain and safety components.

Mr. Keith Cozza served as Executive Vice President of Icahn Enterprises and Icahn Enterprises Holdings from February 20, 2013 through February 4, 2014.  Effective February 5, 2014, Mr. Cozza was appointed as President and Chief Executive Officer of Icahn Enterprises and Icahn Enterprises Holdings.  In addition, Mr. Cozza serves as the Chief Operating Officer of Icahn Capital and holds officer and/or director positions at certain of our other subsidiaries.  During 2013, Mr. Cozza received a salary of $1,019,240 which was determined based on various factors, including, but not limited to, overall job performance, including performance against corporate and individual objectives, job responsibilities and teamwork.  In determining Mr. Cozza's salary for 2013, the Company considered various factors that included, but were not limited to, Mr. Cozza's numerous job roles and responsibilities, and the Company's financial performance, which improved significantly relative to 2012.  In addition, during 2013, Mr. Cozza played a key role in the Company's capital raising efforts through the execution of multiple equity and debt offerings."

The Company respectfully advises the Staff that because the Company is a master limited partnership ("MLP"), it is not subject to the proxy solicitation rules as required by section 14A of the Exchange Act or §240.14a-20. Furthermore, because the Company has not ever been a TARP recipient, as defined in section 111(a)(3) of the Emergency Economic Stabilization Act of 2008, it is not subject to §240.14a-20. As a MLP, pursuant to the Company's partnership agreement, the general partner, Icahn Enterprises G.P. Inc.(the "GP"), has exclusive management powers over the business and affairs of the Company.  That is, the  GP’s stockholders have the right to elect members of the GP's board of directors, who, in turn, elect the officers of the Company. Accordingly, the Company does not hold annual meetings to elect its directors.  In future filings with the SEC, in compliance with Item 402(b)(1)(vii) of Regulation S-K, the Company will make the nature of the Company's MLP structure and its impact on the proxy solicitation process explicit in the narrative of Item 11, "Executive Compensation," of Form 10-K.

In connection with responding to the Comment Letter, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact me should you have any questions or additional comments.

Very truly yours,

/s/Keith Cozza

Keith Cozza

Chief Executive Officer

Icahn Enterprises G.P. Inc., the general partner of

Icahn Enterprises L.P. and Icahn Enterprises Holdings L.P.

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153 TELEPHONE (212) 702-4300 FAX (212) 750-5841

NASDAQ - IEP

October 6 , 2014

Via Facsimile
Keith Cozza
Chief Executive Officer
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
767 Fifth Avenue, Suite 4700
New York, NY 10153

Re: Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
Form 10-K for the Fiscal Year Ended December 31, 201 3
Filed  March 3, 2014
File No. 1-09516

Dear Mr. Cozza :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Executive Compensation, page 244

Compensation Discussion and Analysis, page 244

Summary Compensation Table, page 247

1. We note your response to prior comment 7 that the increase in Mr. Ninivaggi’s base
salary from $742,500 in 2012 to $2,205,345 in 2013  was “primarily due to Mr.
Ninivaggi's increasing job responsibilities with respect to t he Company and its
subsidiaries .”  You also state in this response that “ [d]uring 2013, Mr. Cozza received a

Keith Cozza
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
October 6 , 2014
Page 2

 salary of $1,019,240 which was determined based on various fac tors, including, but not
limited to, overall job performance, including performance against corporate and
individual objectives, job  responsibilities and teamwork.”   Please enhance your proposed
disclosure regarding Mr. Ninivaggi’s “increasing responsibilities” and how these
responsibilities resulted in his base  salary determination for 2013.   Similarly , please also
elaborate upon the “various factors”  considered in determining Mr. Cozza’s base salary
and how these factors resulted in his base s alary determination.  Please further discuss
specific items of corporate performance that were taken into account in setting Messrs.
Ninivagg a and Cozza’s base salary.  Refer to  Item 402(b)(1)(v i) and (vii)  of Regulation
S-K.

Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Jenifer Gallagher  at (202) 551 -3706  or John Cann arella  at (202) 551 -
3337  if you have questions regarding comments on the financial s tatements.  Please contact
Angie Kim  at (202) 551 -3535  or, in her absence,  Norman Von Holtzendorff  at (202) 551 -3237
with any other questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director

CORRESP
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		September 2014 Comment Letter Response

Icahn Enterprises L.P.

September 15, 2014

VIA ELECTRONIC TRANSMISSION

Mr. H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:    Icahn Enterprises L.P.

Icahn Enterprises Holdings L.P.

Form 10-K for the Fiscal Year Ended December 31, 2013

Filed March 3, 2014

File No. 1-09516

Dear Mr. Schwall:

Reference is made to the comments of the Staff of the Securities and Exchange Commission (the “Staff”) in your letter dated August 29, 2014 with respect to the joint Annual Report on Form 10-K ("2013 Form 10-K") of Icahn Enterprises L.P. and Icahn Enterprises Holdings L.P. (collectively, the “Company”), for the fiscal year ended December 31, 2013 (the “Comment Letter”).

We are writing to respond to the comments contained in the Comment Letter.  For your convenience, the Staff's comments have been retyped below in boldface type, and the Company's responses are provided immediately after each comment.

General

1.

 News reports indicate that your subsidiary Federal-Mogul Corporation has a 50% interest in a joint venture with Kamaz. The Kamaz website provides contact information for a dealer in Cuba and agent in Sudan. Additionally, on page 20 of the 10-K, you indicate that your majority-owned subsidiary Viskase Companies Inc. has responsibility for distributing products through distributors in Africa and the Middle East, regions that include Sudan and Syria. Cuba, Sudan and Syria are designated by the Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of your past, current, and anticipated contacts with Cuba, Sudan and Syria, if any, whether through subsidiaries, affiliates, distributors, partners, customers, joint ventures or other direct or indirect arrangements.  Your response should describe any services, products, information or technology you have provided to Cuba, Sudan or Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities controlled by their governments.

In 2008, Federal-Mogul Corporation ("Federal-Mogul") established a 50/50 joint venture ("JV") with Kamaz.  The JV is officially known as ‘Limited Liability Company Federal-Mogul Naberezhnye Chelny’.  Federal-Mogul holds the board majority and runs the day-to-day operations of the JV.  Kamaz’s involvement with respect to the JV is limited to the normal roles and activities as a shareholder via the board of directors without access to the decision-making processes in the operations of the JV.  The JV produces commercial automotive parts, such as pistons, piston rings, and liners.  These automotive parts are sold in arm’s length transactions from the JV to Kamaz and they are delivered to Kamaz sites in Naberezhnye Chelny, Russia.

Federal-Mogul performs reviews of the destination countries for its worldwide sales to determine if there are any sales to Office of Foreign Assets Control ("OFAC") sanctioned countries that include Cuba, Sudan and Syria.  Such reviews are performed on an ongoing, continuous basis.  Based on Federal-Mogul’s most recent annual review conducted in August 2014 for its Powertrain business, coupled with the ongoing, continuous review process, Federal-Mogul did not have any sales to OFAC sanctioned countries.  This review process included the JV discussed above.  In addition, in an effort to automate and make more efficient Federal-Mogul’s review process with respect to transactions with OFAC sanctioned countries, Federal-Mogul will be implementing software company-wide during the fourth quarter of 2014.  This software will provide regular batch reviews of all of Federal-Mogul’s customers and vendors, as well as provide for ongoing alerts of any changes to

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153 TELEPHONE (212) 702-4300 FAX (212) 750-5841

NASDAQ - IEP

international regulations that would likely affect Federal-Mogul’s business and operations.  This software will also cover the JV as discussed above. In summary, Federal-Mogul does not currently have and has not in the past had any direct or, to our knowledge, indirect contact or association with Cuba, Sudan or Syria, and it does not anticipate having such contact in the future.

Viskase Companies, Inc. ("Viskase") has operations in France that are responsible for distributing products, directly or through distributors, in Europe, Africa, the Middle East and parts of Asia.  Viskase performs an annual review of the destination countries for its worldwide sales to determine if there have been any sales to OFAC sanctioned countries that include Cuba, Sudan and Syria.  Based on its most recent annual review conducted in August 2014, Viskase did not have any sales to OFAC sanctioned countries.  In addition, Viskase performs an annual denied party screening of its customer database, including worldwide customers, vendors and employees.  As of its most recent denied party screening in January 2014,  there were no denied parties identified.  Viskase does not currently and has not in the past had any direct or, to our knowledge, indirect contact or association with any OFAC sanctioned countries and it does not anticipate having such contact in the future.

Federal-Mogul and Viskase have not provided directly, nor to our knowledge indirectly, any products, information, or technology to Cuba, Sudan, or Syria. In addition, neither Federal-Mogul nor Viskase engages in agreements or arrangements with the governments of these countries or entities under their control. Because neither Federal-Mogul nor Viskase has operations associated with Cuba, Sudan and Syria, the Company does not believe that material investment risk exists for its security holders.  The Company upholds all laws with regard to U.S. designated state-sponsors of terrorism and therefore does not believe that a material investment risk exists for its security holders or that there is a material risk with regard to the Company’s reputation and share value.

2.

 Please discuss the materiality of any contacts with Cuba, Sudan and Syria described in response to the foregoing comment, and whether those contacts constitute a material investment risk for your security holders.  You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period.  Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company's reputation and share value.  Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.­ designated state sponsors of terrorism.  Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Cuba, Sudan and Syria.

The response to this question has been incorporated in the answer provided to Comment Letter No. 1 above.  Please see Comment Letter No. 1 above.

Management's Discussion and Analysis of Financial Condition and Results of

Operations. page 91

Discussion of Segment Liquidity and Capital Resources. page 115

Investments, page 115

3.

 We note your disclosure that the Investment Funds' net notional exposure was 13% as of December 31, 2013. Please include clarifying disclosure to indicate how you calculate the percentages associated with the net, long, and short exposures and specify how changes in such measures impact your liquidity. In doing so, please provide to us the calculations in support of your quantitative disclosure.

The following is intended to clarify our Investment Funds' disclosure of net, long and short exposures and the impact of changes in exposure to our liquidity.  Please note that the "Investment Table" referenced below refers to the table as disclosed in Note 7, "Fair Value Measurements," on page 171 of our 2013 Form 10-K.  Please also note that the denominator for each of our exposure calculations was $8.348 billion, representing the fair the value of the Investment Funds at December 31, 2013.

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153 TELEPHONE (212) 702-4300 FAX (212) 750-5841

NASDAQ - IEP

 Notional Amount

 Exposure

 (in millions)

Long equity exposure of 144% at December 31, 2013 was calculated as follows:

Fair value of our long positions ($11,826 per the Investment Table) adjusted to exclude the fair value of certain single name over-the-counter ("OTC") option contracts included in Level 2 on the Investment Table which was notionalized in order to calculate the market exposure for purposes of the disclosure on page 115 of our 2013 Form 10-K.

 $11,654

 140%

Primarily notional value of single name OTC option contracts, calculated as number of underlying shares times current market price of the underlying securities.

          361

 4%

LONG EXPOSURE

 $12,015

 144%

With respect to our long positions that are not notionalized (140% long exposure at December 31, 2013), each 1% change in exposure as a result of a purchase or sale (assuming no change in value) would have a 1% impact on our liquidity.  Changes in exposure in long positions as a result of purchases and sales as well as from market appreciation or depreciation would also have an effect on funds available to us pursuant to prime brokerage lines of credit.  Funds available from each counterparty will vary depending on many factors, including, but not limited to regulatory requirements, portfolio composition and portfolio concentration.

 Notional Amount

 Exposure

 (in millions)

Short equity exposure of -131% at December 31, 2013 was calculated as follows:

Fair value of our short positions ($884 million per the Investment Table) adjusted to exclude the  fair value of certain OTC option contracts included in Level 2 on the Investment Table which was notionalized in order to calculate the market exposure of the disclosure on page 115 of our 2013 Form 10-K.

 $(876)

 (10

 )%

Primarily notional value of our short broad market index ("ETF") swap positions, calculated as number of underlying shares times current market value price of the underlying ETF.

 (9,919

 )

 (119

 )%

Primarily notional value of other short derivative positions (single name swap positions), calculated as number of underlying shares times current market value price of the underlying securities.

 (161

 )

 (2

 )%

SHORT EXPOSURE

 $(10,956)

 (131

 )%

With respect to our short positions that are not notionalized (-10% short exposure at December 31, 2013), each 1% change in exposure as a result of covering short positions or increasing our short positions (assuming no change in value), would have a 1% impact on our liquidity.  Changes in exposure in short positions as a result of covering shorts or increasing our short positions as well as from adverse changes in market value would also have an effect on funds available to us pursuant to prime brokerage lines of credit.

With respect to the notional value of our short broad market index derivative swap positions (-119% short exposure at December 31, 2013) :  The Investment Table disclosed a (balance sheet) unrealized loss of $639 million on derivative contracts.  Of this amount, $631 million was attributable to our short broad market index derivative swap positions.  If we had closed out these positions at prices at December 31, 2013, our liquidity would have decreased by $631 million.  This would have also been offset by a release of the restricted cash balance collateralizing these positions as well as increased funds available to us pursuant to lines of credit from certain prime broker counterparties who collateralize our derivative positions based on the value of our portfolio with them.

If we were to increase our short exposure by shorting more broad market index derivative swap positions, we would be required to provide cash collateral equal to a small percentage of the initial notional value at counterparties that require cash as collateral and then post additional collateral equal to 100% of the mark to market on future adverse changes in fair value.  For

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153 TELEPHONE (212) 702-4300 FAX (212) 750-5841

NASDAQ - IEP

our counterparties who do not require cash collateral, funds available to us pursuant to prime brokerage lines of credit would decrease. The effect on such funds available to us from counterparties who collateralize our derivative positions based on the fair value of our portfolio with them is based on a complex formula that changes on a daily basis.

Our Investment Funds historically have had ample access to liquidity from our prime brokers.  At December 31, 2013, the total of funds available to us pursuant to prime brokerage lines of credit was over $5 billion.

In future filings, the Company will provide the following enhanced disclosures pertaining to our Investment segment's liquidity and capital resource disclosures as follows (For illustration purposes, we used the liquidity and capital resource disclosures of our Investment segment as derived from our 2013 Form 10-K):

"As of December 31, 2013, the Investment Funds’ net notional exposure was 13%. The Investment Funds’ long exposure was 144% (138% long equity and 6% long credit) and the Investment Funds’ short exposure was 131% (131% short equity).  The notional exposure represents the ratio of the notional exposure of the Investment Funds' invested capital to the net asset value of the Investment Funds at December 31, 2013.

Of our long exposure of 144%, the fair value of our long positions (with certain adjustments) represented 140% of our  long exposure.  The notional value of OTC option contracts represented 4% of our long exposure.

Of our short exposure of 131%, the fair value of our short positions (with certain adjustments) represented 10% of our short exposure.  The notional value of our short broad market index swap derivative positions represented 119% of our short exposure.  The notional value of other short derivative positions represented 2% of our short exposure.

With respect to both our long positions that are not notionalized (140% long) and our short positions that are not notionalized (10% short), each 1% change in exposure as a result of purchases or sales (assuming no change in value) would have a 1% impact on our liquidity.  Changes in exposure as a result of purchases and sales as well as adverse changes in market value would also have an effect on funds available to us pursuant to prime brokerage lines of credit.

With respect to the notional value of our short broad market index derivative swap positions (119% short exposure), our liquidity would decrease by the balance sheet unrealized loss if we were to close the positions at year end  prices.  This would be offset by a release of restricted cash balances collateralizing these positions as well as an increase in funds available to us pursuant to certain prime brokerage lines of credit. If we were to increase our short exposure by adding to these short positions, we would be required to provide cash collateral equal to a small percentage of the initial notional value at counterparties that require cash as collateral and then post additional collateral equal to 100% of the mark to market on adverse changes in fair value.  For our counterparties who do not require cash collateral, funds available from lines of credit would decrease.

The Investment Funds historically have had access to significa

August 29 , 2014

Via Facsimile
Keith Cozza
Chief Executive Officer
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
767 Fifth Avenue, Suite 4700
New York, NY 10153

Re: Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
Form 10-K for the Fiscal Year Ended December 31, 201 3
Filed  March 3, 2014
File No. 1-09516

Dear Mr. Cozza :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

General

1. News reports indicate that your subsidiary Federal -Mogul Corporation has a 50% interest
in a joint venture with Kamaz. The Kamaz website provides contact information for a
dealer in Cuba and agent in Sudan.   Additionally, on page 20 of the 10 -K, you indicate
that your majority -owned subsidiary Viskase Companies Inc. has responsibility for
distributing products through distributors in Africa and the Middle East, regions that
include Sudan and Syria.

Keith Cozza
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
August 29 , 2014
Page 2

 Cuba, Sudan and Syria are designated by the Dep artment of State as state sponsors of
terrorism, and are subject to U.S. economic sanctions and export controls.   Please
describe to us the nature and extent of your past, current, and anticipated contacts with
Cuba, Sudan and Syria, if any, whether throug h subsidiaries, affiliates, distributors,
partners, customers, joint ventures or other direct or indirect arrangements.   Your
response should describe any services, products, information or technology you have
provided to Cuba, Sudan or Syria, directly or indirectly, and any agreements, commercial
arrangements, or other contacts you have had with the governments of those countries or
entities controlled by their governments.

2. Please discuss the materiality of any contacts with Cuba, Sudan and Syria describe d in
response to the foregoing comment, and whether those contacts constitute a material
investment risk for your security holders.   You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period.   Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company’s reputation and share value.   Various state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do bus iness with U.S. -
designated state sponsors of terrorism.   Your materiality analysis should address the
potential impact of the investor sentiment evidenced by such actions directed toward
companies that have operations associated with Cuba, Sudan and Syria.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 91

Discussion of Segment Liquidity and Capital Resources, page 115

Investments, page 115

3. We note your disclosure that the Investment Funds’ net notional exposu re was  13% as of
December 31, 2013. Please include clarifying disclosure to indicate  how you calculate the
percentages associated with the net, long, and short  exposures and specify how changes
in such measures impact your liquidity. In  doing so, please pr ovide to us the calculations
in support of your quantitative  disclosure.

Financial Statements, page 132

4. Please tell us why you have filed a separate audit report that opines on the  financial
statements of Federal -Mogul Corporation for the year ended December  31, 2011 as your

Keith Cozza
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
August 29 , 2014
Page 3

 auditor does not make reference in its current report to the audit  performed by this
auditor.

Note 6 - Investments and Related Matters, page 168

5. Please refer to FASB ASC 320 -10-50-9(e) and tell us how you complied with the
requi rement to disclose the portion of trading gains and losses for the period that  relates
to trading securities till held at the reporting date.

Executive Compensation, page 244

Compensation Discussion and Analysis, page 244

Compensation Components, page 245

6. You disclose  in your summary compensation table that Mr. Cho’s bonus increased by
approximately 80 percent from $400,000  in 2012  to $725,000  in 2013 .  You also disclose
Mr. Cozza received a $2,000,000 bonus  in 2013 .  Please enhance your disclosure to
explain generally, how bonus amounts are determined and specifically, how bonuses for
Messrs. Cho and Cozza were determined.  Please provide us with your proposed
disclosure in this regard.  Refer to Item 402(b)(1)(v) of Regulation S -K.

Summary Compensat ion Table, page 247

7. You disclose in  your summary compensation table that Mr. Ninivaggi’s base salary
increased approximately 200 percent from $742,500 in 2012 to $2,205,345 in 2013.  You
also disclose that “ [b]ase salaries for executive officers are determined based on job
performance, job responsibilities and teamwork. In addition, we have also entered into
employment contracts with… Daniel A. Ninivaggi …”  Please enhance your disclosure to
explain the reasons fo r this increase in Mr. Ninivaggi’ s salary and provide us your
proposed disclosure in this regard.  In your proposed disclosure, please also discuss how
Mr. Cozza’s base salary was determined.  Refer to  Item 402(b)(1)(v) of Regulation S -K.

Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

Keith Cozza
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
August 29 , 2014
Page 4

  In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the  federal securities laws of the United States.

You may contact Jenifer Gallagher  at (202) 551 -3706  or John Cannarella  at (202) 551 -
3337  if you have questions regarding comments on the financial s tatements.  Please contact
Angie Kim  at (202) 551 -3535  or, in her absence,  Norman Von Holtzendorff  at (202) 551 -3237
with any other questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director

CORRESP
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        Proskauer Rose LLP Eleven
        Times Square New York, NY 10036-8299

December 6, 2013

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 November

File No. 333-191386

Dear Mr. Dobbie:

Reference is made to the comments of the
Staff of the Securities and Exchange Commission (the “Commission”) with respect to the Registration Statement
on Form S-4 (File No. 333-183728) (the “Registration Statement”) of Icahn Enterprises L.P., a Delaware limited
partnership (the “Icahn Enterprises”), Icahn Enterprises Finance Corp., a Delaware corporation (“Icahn
Enterprises Finance”) and Icahn Enterprises Holdings L.P., a Delaware limited partnership (“Icahn Enterprises
Holdings” and, together with Icahn Enterprises and Icahn Enterprises Finance, the “Company”), in your
letter dated October 7, 2013 (the “Comment Letter”).

We are writing to respond to the comments
contained in the Comment Letter. For your convenience, your comments are set forth in this letter in bold italics, followed by
our responses.

General

 1. We note that you are registering the offering of 8% Senior Notes Due 2018 in reliance on our position enunciated in Exxon
Capital Holdings Corp., SEC No-Action Letter (April 13, 1988). See also Morgan Stanley & Co. Inc., SEC No-Action Letter (June
5, 1991) and Sherman & Sterling, SEC No-Action Letter (July 2, 1993). Accordingly, with the next amendment, please provide
us with a supplemental letter stating that you are registering the exchange offer in reliance on our position contained in these
letters and include the representations contained in the Morgan Stanley and Sherman & Sterling no-action letters.

Contemporaneously with the submission of this letter,
the Company is filing a supplemental letter stating that the Company is registering the exchange offer in reliance on the Commission’s
position enunciated in the abovementioned no-action letters and including the representations contained in the Morgan Stanley and
Shearman & Sterling no-action letters.

Boca
Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Newark | Paris | São Paulo | Washington,
D.C.

Justin
Dobbie

United States Securities and Exchange Commission

December 6, 2013

Page 2 of 2

    Very truly yours,

    /s/ Julie M. Allen, Esq.

    Julie M. Allen, Esq.

Enclosures

 cc: Daniel A. Ninivaggi (Icahn Enterprises L.P.)

CORRESP
1
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        Proskauer Rose LLP Eleven
        Times Square New York, NY 10036-8299

December 5, 2013

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 November

File No. 333-191386

Dear Mr. Dobbie:

Reference is made to the comments of the
Staff of the Securities and Exchange Commission (the “Commission”) with respect to the Registration Statement
on Form S-4 (File No. 333-183728) (the “Registration Statement”) of Icahn Enterprises L.P., a Delaware limited
partnership (the “Icahn Enterprises”), Icahn Enterprises Finance Corp., a Delaware corporation (“Icahn
Enterprises Finance”) and Icahn Enterprises Holdings L.P., a Delaware limited partnership (“Icahn Enterprises
Holdings” and, together with Icahn Enterprises and Icahn Enterprises Finance, the “Company”), in your
letter dated October 7, 2013 (the “Comment Letter”).

We are writing to respond to the comments
contained in the Comment Letter and to indicate that changes have been made in Amendment No. 2 to the Registration Statement (“Amendment
No. 2”).

For your convenience, your comments are
set forth in this letter in bold italics, followed by our responses.

General

 1. We note that you are registering the offering of 8% Senior Notes Due 2018 in reliance on our position enunciated in Exxon
Capital Holdings Corp., SEC No-Action Letter (April 13, 1988). See also Morgan Stanley & Co. Inc., SEC No-Action Letter (June
5, 1991) and Sherman & Sterling, SEC No-Action Letter (July 2, 1993). Accordingly, with the next amendment, please provide
us with a supplemental letter stating that you are registering the exchange offer in reliance on our position contained in these
letters and include the representations contained in the Morgan Stanley and Sherman & Sterling no-action letters.

Boca
Raton | Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York | Newark | Paris | São Paulo | Washington,
D.C.

Justin Dobbie

United States Securities and Exchange Commission

December 5, 2013

Page 2 of 2

Contemporaneously with the submission of this letter,
the Company is filing a supplemental letter stating that the Company is registering the exchange offer in reliance on the Commission’s
position enunciated in the abovementioned no-action letters and including the representations contained in the Morgan Stanley and
Shearman & Sterling no-action letters.

    Very truly yours,

    /s/ Julie M. Allen, Esq.

    Julie M. Allen, Esq.

Enclosures

cc:	Daniel A. Ninivaggi (Icahn Enterprises L.P.)

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

December 5, 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:
    Supplemental Letter with respect to the Registration Statement on Form S-4 (File No. 333-191386) of Icahn Enterprises L.P., Icahn Enterprises Finance Corp. and Icahn Enterprises Holdings L.P.

Ladies and Gentlemen:

Icahn Enterprises L.P., Icahn Enterprises
Finance Corp. and Icahn Enterprises Holdings L.P. (the “Registrants”) are registering the Registrants’
exchange offer (the “Exchange Offer”) pursuant to a Registration Statement on Form S-4 (File No. 333-191386)
in reliance on the position of the staff of the United States Securities and Exchange Commission enunciated in Exxon Capital
Holdings Corporation  (available April 13, 1988), Morgan Stanley & Co., Incorporated (available
June 5, 1991) and Shearman & Sterling (available July 2, 1993).

The Registrants represent as follows:

1. The
Registrants have not entered into any arrangement or understanding with any person to distribute the securities to be received
in the Exchange Offer (collectively, the “New Securities”) and, to the best of the Registrants’ information
and belief, each person participating in the Exchange Offer (i) has no arrangement or understanding with any person to participate
in the distribution of the New Securities, (ii) is neither an “affiliate” of any of the Registrants within the meaning
of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), nor a broker-dealer acquiring
the New Securities in exchange for securities acquired directly from the Registrants for its own account and (iii) is acquiring
the New Securities in the ordinary course its of business.

2. The
Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise)
that if the Exchange Offer is being registered for the purpose of secondary resales, any securityholder using the Exchange Offer
to participate in a distribution of the New Securities (a) could not rely on the staff position enunciated in no-action letters
issued to unrelated third parties (such as Exxon Capital Holdings Corporation  (available April 13, 1988)
and similar letters) and (b) must comply with the registration and prospectus delivery requirements of the Securities Act
of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction.  The
Registrants acknowledge that such a secondary resale transaction should be covered by an effective registration statement containing
the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

3. The
Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise)
that (i) any broker-dealer who holds existing securities  acquired for its own account as a result of market-making activities
or other trading activities, and who receives New Securities in exchange for such existing securities pursuant to the Exchange
Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act (as described
in Shearman & Sterling  (available July 2, 1993)) in connection with any resale of such New Securities,
and (ii) by executing the letter of transmittal, any such broker-dealer represents that it will so deliver a prospectus meeting
the requirements of the Securities Act.

4. The
Registrants will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate
in the Exchange Offer the following additional provision: if the exchange offeree is a broker-dealer holding existing securities
acquired for its own account as a result of market-making activities or other trading activities, an acknowledgement that it will
deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Securities received in
respect of such existing securities pursuant to the Exchange Offer. The transmittal letter or similar documentation may also include
a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit
that it is an “underwriter” within the meaning of the Securities Act.

5. None
of the Registrants nor any affiliate of the Registrants has entered into any arrangement or understanding with any broker-dealer
to distribute the New Securities.

[signature page follows]

    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

CORRESP
1
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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

December 5, 2013

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 27, 2013

File No. 333-191386 & -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. 333-191386 (the “Registration Statement”) so that it may become effective at 12:00 Noon
Eastern Time on Monday, December 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]

    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

CORRESP
1
filename1.htm

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

.

October 7 , 2013

Via E -mail
Daniel A. Ninivaggi
President and Chief Executive Officer
Icahn Enterprises L.P.
767 Fifth Avenue, Suite 4700
New York, NY 10153

Re: Icahn Enterprises L .P.
  Registration Statement on Form S-4
Filed  September  26, 201 3
  File No.  333-191386

Dear Mr. Ninivaggi :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. We note that you are registering the exchange offer in reliance on our position enunciated
in Exxon Capital Holdings Corp., SEC No -Action Letter (April 13, 1988). See also
Morgan Stanley &  Co. Inc., SEC No -Action Letter (June 5, 1991) and Shearman &
Sterling, SEC No -Action Letter (July 2, 1993). Accordingly, please submit a letter stating
that you are registering the exchange offer in reliance on our position contained in these
letters and include the representations contained in the Morgan Stanley and Shearman &
Sterling no -action letters.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the inform ation the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures  they have made.

Daniel A. Ninivaggi
Icahn Enterprises L .P.
October 7 , 2013
Page 2

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Ada D. Sar mento at (202) 551-3798 or me at (202) 551-3469  with any
questions.

Sincerely,

 /s/ Justin Dobbie

 Justin Dobbie
Legal Branch Chief

cc: Via E-mail
 Julie M. Allen , Esq.

June 12 , 2013

Via E-Mail
Mr. SungHwan Cho
Chief Financial  Officer
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
767 Fifth Avenue
Suite 4700
New York, New York 10153

Re: Icahn Enterprises L.P.
 Form 10-K for the year ended December 31 , 2012
Filed March 15 , 2013
  File No.  001-09516

  Icahn Enterprises Holdings L.P.
 Form 10-K for the year ended December 31, 2012
Filed February 27, 2013
  File No.  333-118021 -01

Dear  Mr. Cho:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filings and the company ma y not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the fil ings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

CORRESP
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		May 2013 Comment Letter Response

Icahn Enterprises L.P.

June 6, 2013

VIA ELECTRONIC TRANSMISSION

Ms. Linda Cvrkel

Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:    Icahn Enterprises L.P.

Form 10-K for the fiscal year ended December 31, 2012

Filed on March 15, 2013

File No. 1-9516

Icahn Enterprises Holdings L.P.

Form 10-K for the fiscal year ended December 31, 2012

Filed on March 15, 2013

File No. 333-118021-01

Dear Ms. Cvrkel:

Reference is made to the comments of the Staff of the Securities and Exchange Commission (the “Staff”) in your letter dated May 22, 2013 with respect to the joint Annual Report on Form 10-K of Icahn Enterprises L.P. and Icahn Enterprises Holdings L.P. (collectively, the “Company”), for the fiscal year ended December 31, 2012 (the “Comment Letter”).

We are writing to respond to the comments contained in the Comment Letter.  For your convenience, the Staff's comments have been retyped below in boldface type, and the Company's responses are provided immediately after each comment.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 93

1.

 We note the disclosure on page 101 indicating that your Energy segment assesses its operating performance by comparing its refining margin against an industry refining margin benchmark and that refining margin is calculated as net sales minus costs of goods sold, exclusive of certain direct operating expenses and depreciation and amortization. We also note your discussion on page 101 and 102 indicating that refining margin is a non-GAAP measure that you believe is important to investors in evaluating the performance of your Energy segment's refineries as a general indication of the amount above your Energy segment's costs of product sold that it is able to sell refined products. We further note from your discussion on page that refining margin per barrel of crude oil throughput for the petroleum business was $28.39 for the period from May 5, 2012 through December 31, 2012 and refining margin adjusted for FIFO impact for CVR's petroleum business was $19.41 for the period May 5, 2012 through December 31, 2012.  As the measure's “refining margin per barrel of crude oil” and “refining margin adjusted for FIFO impact” both appear to represent non-GAAP measures, please revise your disclosure of these measures to comply with the guidance outlined in Item 10(e) of Regulation S-K. In this regard, please revise your disclosure to provide a reconciliation of each measure to the most comparable US GAAP measure. In addition, please revise to explain why you believe the measure “refining margin adjusted for FIFO impact” is useful to potential investors.  The disclosure of this measure included on page 62 of your Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 should be similarly revised.

We believe that we have provided sufficient information in the MD&A section related to our Energy segment to reconcile the non-GAAP measure of "refining margin per barrel of crude oil" and "refining margin per crude oil throughput adjusted for FIFO impact" to the most comparable US GAAP measure.  For example, on Page 101 of the Company's 2012 Form 10-K, we define refining margin as "net sales minus cost of goods sold, exclusive of certain direct operating expenses and depreciation and amortization".  Our Energy segment's net sales and cost of sales for our petroleum and fertilizer businesses have been disclosed in the table on Page 101 of the Company Form 10-K, including total crude oil throughput for our petroleum business.

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153  TELEPHONE (212) 702-4300 Fax (212) 750-5841

NASDAQ - IEP

In addition, we disclose on Page 102 amounts that were excluded in calculating refining margin as follows:  "For the period May 5, 2012 through December 31, 2012, $309 million of direct operating expenses and $116 million of depreciation and amortization are excluded in the calculation of the refining margin per barrel of crude oil throughput related to the petroleum business."  On page 102 of the Company's 2012 Form 10-K, we disclose that for the period May 5, 2012 through December 31, 2012, the petroleum business had an unfavorable FIFO inventory impact of $71 million. On page 102 the Company's 2012 Form 10-K, we disclose that "under our FIFO accounting method, changes in crude oil prices can cause fluctuations in the inventory valuation of our crude oil, work in process and finished goods, thereby resulting in a favorable FIFO inventory impact when crude oil prices increase and an unfavorable FIFO inventory impact when crude oil prices decrease." Therefore, although not disclosed in a tabular format, based on these disclosed amounts, one can nevertheless reconcile the GAAP measure to the non-GAAP measure of "refining margin" and "refining margin per crude throughput adjusted for FIFO impact".

Furthermore, we disclose on Page 101 why we believe presenting refining margin is important to investors as follows:

Refining margin is a non-GAAP measure that we believe is important to investors in evaluating the performance of our Energy segment's refineries as a general indication of the amount above our Energy segment's cost of product sold that it is able to sell refined products. Our Energy segment's calculation of refining margin may differ from similar calculations of other companies in its industry, thereby limiting its usefulness as a comparative measure. In order to derive the refining margin per crude oil throughput barrel, our Energy segment utilizes the total dollar figures for refining margin as derived above and divide that by the applicable number of crude oil throughput barrels for the period. We believe that refining margin and refining margin per crude oil throughput barrel is important to enable investors to better understand and evaluate our Energy segment's ongoing operating results and allow for greater transparency in the review of our overall financial, operational and economic performance.

In order to provide clarity to the reconciliation of "refining margin per crude oil throughput barrel" and "refining margin per crude oil throughput barrel adjusted for FIFO impact" to GAAP measurements, we will disclose such reconciliations in tabular format in future filings. In addition, in order to provide better clarity as to why we believe providing "refining margin per crude oil throughput barrel" and "refining margin per crude oil throughput barrel adjusted for FIFO impact," are important to investors, we will revise the paragraph above as follows:

Refining margin per crude oil throughput barrel is a measurement calculated as the difference between net sales and cost of product sold (exclusive of depreciation and amortization) and refining margin per crude oil throughput barrel adjusted for FIFO impact is a measurement calculated as the difference between net sales and cost of product sold (exclusive of depreciation and amortization) adjusted for FIFO impacts. Refining margin and refining margin adjusted for FIFO impact are non-GAAP measures that we believe are important to investors in evaluating our Energy segment refineries' performance as a general indication of the amount above our Energy segment's cost of product sold (taking into account the impact of utilization of FIFO) they are able to sell refined products. We believe that refining margin and refining margin per crude oil throughput barrel is important to enable investors to better understand and evaluate our Energy segment's ongoing operating results and allow for greater transparency in the review of our overall financial, operational and economic performance.  In addition, we believe that presenting refining margin per crude oil throughput barrel adjusted for FIFO impact is useful to investors because this measure more accurately reflects the current operating environment.

In order to derive the refining margin per crude oil throughput barrel, our Energy segment utilizes the total dollar figures for refining margin as derived above and divide that by the applicable number of crude oil throughput barrels for the period. Our Energy segment's calculation of refining margin and refining margin adjusted for FIFO impact may differ from calculations of other companies in the industry, thereby limiting its usefulness as a comparative measure. Under our Energy segment's FIFO accounting method, changes in crude oil prices can cause fluctuations in the inventory valuation of our Energy segment's crude oil, work in process and finished goods, thereby resulting in favorable FIFO impacts when crude oil prices increase and unfavorable FIFO impacts when crude oil prices decrease.

Income Tax Expense, page 110

2.

 We note from the discussion on page 110 that Icahn Enterprises and Icahn Enterprises Holdings recognized an income tax benefit of $81 million on pre-tax income from continuing operations of $646 and $647 million, respectively during 2012 versus income tax expense of $34 million during 2011. Please tell us and revise MD&A to explain in further detail why the Company recognized an income tax benefit during 2012 on its pre-tax earnings versus the recognition of an income tax expense during 2011.

For 2012, Icahn Enterprises recorded an income tax benefit of $81 million on pre-tax income from continuing operations

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153  TELEPHONE (212) 702-4300 Fax (212) 750-5841

NASDAQ - IEP

of $626 million compared to an income tax expense of $34 million on pre-tax income from continuing operations of $1,798

million for 2011. Icahn Enterprises' effective income tax rate was (12.9)% and 1.9% for 2012 and 2011, respectively.

For 2012, Icahn Enterprises Holdings recorded an income tax benefit of $81 million on pre-tax income from continuing

operations of $627 million compared to an income tax expense of $34 million on pre-tax income from continuing operations of

$1,799 million for 2011. Icahn Enterprises Holdings' effective income tax rate was (12.9)% and 1.9% for 2012 and 2011,

respectively.

The difference between the effective tax rate and statutory federal rate of 35% is principally due to changes in valuation

allowances, settlement of liabilities subject to compromise, and partnership income not subject to taxation, as such taxes are the responsibility of the partners.

The Company recognized a deferred tax benefit on its pre-tax earnings in 2012 as compared to an income tax expense in 2011 in pre-tax income primarily due to a $284 million income tax benefit recorded by our Holding Company, $29 million income tax benefit recognized by our Automotive segment, offset in part by income tax expense of $182 million and $42 million recorded by our Energy and Railcar segments, respectively, during 2012.  The income tax benefit recorded by our Holding Company during 2012 was primarily related to the reversal of $221 million of the valuation allowance on deferred tax assets by American Entertainment Properties Corp. ("AEP"), an indirect subsidiary of ours. In February, 2012, pursuant to a tax-free reorganization, WestPoint Home LLC, representing our Home Fashion segment, merged into a newly formed single member limited liability company owned by AEP. Also, on May 4, 2012, AEP acquired a controlling interest in CVR.   In recording this reversal, AEP evaluated all positive and negative evidence associated with its deferred tax assets, primarily as a result of the change in estimated future earnings from the acquisition of CVR, and concluded it was more likely than not that all of the federal net operating loss carryforward related to our Home Fashion segment would be realized.  The income tax benefit of $29 million recognized by our Automotive segment was primarily due to the recognition of approximately $300 million income tax benefit from the settlement of income tax liabilities subject to  compromise, offset in part by $278 million income tax expense related to an increase in valuation allowance pursuant to the settlement, resulting in a net income tax benefit of $22 million.  In contrast, during 2011, the Company recognized income tax expense of $34 million, primarily due to income tax expense of $17 million and $8 million recognized by our Automotive segment and Holding Company, respectively.

It is noted that the disclosures described above have been substantially provided in Note 16, "Income Taxes" of the Company's consolidated financial statements.  The Company will provide the detailed discussion above in its MD&A with respect to its disclosure of income tax expense or benefit (as applicable) in future filings.

Icahn Enterprises L.P. and Subsidiaries

Icahn Enterprises Holdings L.P. and Subsidiaries

Notes to Consolidated Financial Statements

Note 9. Goodwill and Intangible Assets, Net

3.

 We note from the disclosure on page 188 that in connection with the CVR Energy acquisition, the Company recognized a customer relationship intangible aggregating $340 million with a useful life of twenty years. Please tell us and revise the notes to your financial statements to explain the method and significant assumptions that were used to calculate or determine the fair value of this customer relationship intangible. In a related matter, please also explain how you determined that a useful life of twenty years was appropriate for purposes of amortizing this customer relationship intangible to expense. Your response should clearly explain why you believe the customer relationships acquired in this acquisition transaction will continue to produce cash flows for a period of 20 years.

The Company disclosed in detail the purchase price allocation of CVR Energy Inc. ("CVR") in Note 2, "Acquisitions," to its consolidated financial statements.  The purchase price allocation of CVR is preliminary and is subject to additional adjustments.  The purchase price allocation will be finalized during the second quarter of 2013.

As disclosed in Note 9, "Goodwill and Intangible Assets, Net," we allocated $340 million to customer relationships acquired with a useful life of 20 years, which was solely allocated to our Energy segment's fertilizer business unit.  The fair value of the customer relationships acquired of $340 million was estimated using a form of the income approach known as the multi-period excess earnings method ("MPEEM").  The MPEEM valuation methodology seeks to isolate the cash-flow stream attributable to a specific intangible asset being valued from the asset grouping's overall cash-flow stream.  Under the MPEEM, a capital charge (i.e., an economic rental charge) against the total cash-flow stream is made for the use of the contributory assets that contribute to the cash flow generating ability of the specific intangible asset under analysis, which leaves an excess-earnings (or residual) stream applicable to the intangible asset being valued.  Significant assumptions utilized in the MPEEM method include an assumed long-term revenue growth rate of 3%, an annual attrition rate of 5.0%,

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153  TELEPHONE (212) 702-4300 Fax (212) 750-5841

NASDAQ - IEP

and a discount rate of 10.5%.  The attrition rate applied in the MPEEM is the product of an analysis of five years of sales data by customer (from 2007 to 2011, which was chosen as an appropriate historical period to analyze given the reliability of the underlying sales by customer data and the fact that it demonstrated attrition in both positive and negative economic cycles), where the revenue-based attrition rate ranged from approximately 5% to 7.5%.  The selection of 5% was based on the observed attrition rate in 2011, which was deemed to be more representative of future attrition than that observed during the financial crisis (i.e., 7.7% in 2009). The discount rate is based on our Energy s

May 23 , 2013

Via E -mail
Daniel A. Ninivaggi
President and Chief Executive  Officer
Icahn Enterprises L .P.
767 Fifth Avenue, Suite 4700
New York, NY 10153

Re: Icahn Enterprises L .P.
  Registration Statement on Form S-3
Filed  May 3 , 201 3
  File No.  333-188360

Dear Mr. Ninivaggi :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. We note there are outstanding comments on your Annual Report on Form 10 -K for the
fiscal year ended December 31, 2012 . Please note that all comments must be resolved
before we act on a request for acceleration  regarding your Form S -3.

Registration Statement Cover Page

2. We note your disclo sure in footnote 5  to the Calculation of Registration Fee table that
you are applying the filing fee of $44,640 associated with the unsold securities under
your registration s tatement on Form S -3 (No. 333 -158705) against the total filing fee for
this registration statement.   In accordance with Rule 415(a)(6) of the Securities Act of
1933, p lease revise to disclose the number of unsold securities covered by the earlier
registrat ion statement that are being included in this registration statement .

Daniel A. Ninivaggi
Icahn Enterprises L .P.
May 23 , 2013
Page 2

 Exhibit 5.1

3. Please revise paragraph  (a) on page 2  of the opinion to  have counsel  also opine that the
depositary units, when sold, will entitle their holders to the rights specified in  the
depositary agreement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event  you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing ef fective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its f ull responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company 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 federa l
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Daniel A. Ninivaggi
Icahn Enterprises L .P.
May 23 , 2013
Page 3

 Please contact Ada D. Sarmento at (202) 551-3798 or me at (202) 551-3469  with any
questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief

cc: Via E -mail
 Julie M. Allen , Esq.

May 22, 2013

Via E-Mail
Mr. SungHwan Cho
Chief Financial  Officer
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
767 Fifth Avenue
Suite 4700
New York, New York 10153

Re: Icahn Enterprises L.P.
 Form 10-K for the year ended December 31 , 2012
Filed February 27, 2013
  File No.  000-13468

  Icahn Enterprises Holdings L.P.
 Form 10-K for the year ended December 31, 2012
Filed February 27, 2013
  File No.  333-118021 -01

Dear  Mr. Cho:

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

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have additional comments.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 93

Energy, page 101

1. We note the disclosure on page 101 indicating that your Energy segment assesses its
operating performance by comparing its refining margin against an industry refining
margin benchmark and that refining margin is calculated as net sales minus costs of

Mr. SungHwan Cho
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
May 22 , 2013
Page 2

 good s sold, exclusive of certain direct operating expenses and depreciation and
amortization. We also note your discussion on page 101 and 102 indicating that refining
margin is a non -GAAP measure that you believe is important to investors in evaluating
the pe rformance of your Energy segment’s refineries as a general indication of the
amount above your Energy segment’s costs of product sold that it is able to sell refined
products. We further note from your discussion on page that refining margin per barrel of
crude oil throughput for the petroleum business was $28.39 for the period from May 5,
2012 through December 31, 2012 and refining margin adjusted for FIFO impact for
CVR’s petroleum business was $19.41 for the period May 5, 2012 through December 31,
2012.  As the measure’s “refining margin per barrel of crude oil” and “refining margin
adjusted for FIFO impact” both appear to represent non -GAAP measures, please revise
your disclosure of these measures to comply with the guidance outlined in Item 10(e) of
Regulation S -K. In this regard, please revise your disclosure to provide a reconciliation of
each measure to the most comparable US GAAP measure. In addition, please revise to
explain why you believe the measure “refining margin adjusted for FIFO impact” is
useful to potential investors.  The disclosure of this measure included on page 62 of your
Quarterly Report on Form 10 -Q for the quarter ended March 31, 2012 should be similarly
revised.

Income Tax Expense, page 110

2. We note from the discussion on page 110  that Icahn Enterprises and Icahn Enterprises
Holdings recognized an income tax benefit of $81 million on pre -tax income from
continuing operations of $646 and $647 million, respectively during 2012 versus income
tax expense of $34 million during 2011. Ple ase tell us and revise MD&A to explain in
further detail why the Company recognized an income tax benefit during 2012 on its pre -
tax earnings versus the recognition of an income tax expense during 2011.

Icahn Enterprises L.P. and Subsidiaries
Icahn Enter prises Holdings L.P. and Subsidiaries
Notes to Consolidated Financial Statements
Note 9. Goodwill and Intangible Assets, Net

3. We note from the disclosure on page 188 that in connection with the CVR Energy
acquisition, the Company recognized a customer rela tionship intangible aggregating $340
million with a useful life of twenty years. Please tell us and revise the notes to your
financial statements to explain the method and significant assumptions that were used to
calculate or determine the fair value of t his customer relationship intangible. In a related
matter, please also explain how you determined that a useful life of twenty years was
appropriate for purposes of amortizing this customer relationship intangible to expense.
Your response should clearly e xplain why you believe the customer relationships
acquired in this acquisition transaction will continue to produce cash flows for a period of
20 years.

Mr. SungHwan Cho
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
May 22 , 2013
Page 3

 Note 12. Compensation Arrangements, page 198

4. We note the disclosure on page 199 indicating that in con nection with your acquisition of
a controlling interest in CVR on May 4, 2012, a modification of outstanding awards
under CVR’s long -term incentive plan occurred. We further note that as a result of the
modifications, additional share -based compensation of  $12 million was incurred to
revalue the awards to fair value upon the date of modification. With regards to the
modifications that occurred, please revise to disclose the number of awards that were
modified as a result of the acquisition transaction and e xplain how the additional share -
based compensation of $12 million that was recognized as a result of the modifications
was calculated or determined.

Additional Information Regarding Executive Compensation, page 247

5. We note from the disclosure in the tabl e on page 247 that the Company granted stock
options with a grant date fair value of $2,136,332 to Daniel A Ninivaggi, President and
Chief Executive Officer during 2010. We also note from the disclosures on page 250 and
elsewhere in the Form 10 -K that purs uant to the 2012 Ninivaggi Employment
Agreement, these options were terminated effective October 12, 2012 and rendered null
and void. Please tell us why the nature and terms of the options granted to this officer and
the amount of expense recognized in con nection with the option grant, as well as the
assumptions used to determine the fair value of the option grant, were not disclosed in the
Company’s financial statements pursuant to the guidance outlined in ASC 718 -10-50.
Similarly, please tell us and revi se the notes to your financial statements to disclose the
accounting treatment used to reflect the cancellation of the options during 2012.

Quarterly Report on Form 10 -Q for the quarter ended March 31, 2013
Note 16. Other (Loss) Income, Net

6. We note the d isclosure in Note 16 indicating that in the first quarter of 2013, your
Automotive segment recorded a loss on discontinued operations of $47 million related to
the disposal of a certain business. We also note that because the financial results from the
disposal of this business was not material to your consolidated financial statements you
did not reflect the disposition of this business as a discontinued operation in either the
current period or on a retrospective basis. With regards to the operations disp osed, please
explain in further detail the nature of the operations that were disposed of by the
Automotive segment during the first quarter of 2013 and explain in further detail why
you do not believe the disposal of the business was material to your cons olidated
financial statements. As part of your response, please provide us quantified information
regarding the revenues and expenses associated with this business during the last three
fiscal years and the interim periods presented in your financial state ments supporting
your conclusion that these operations were not material to your financial statements.

Mr. SungHwan Cho
Icahn Enterprises L.P.
Icahn Enterprises Holdings L.P.
May 22 , 2013
Page 4

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

In connection with responding to our comments, please p rovide, in writing, a statement
from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Effie Simpson at (202) 551 -3346 , or, in her absence, the undersigned,  at
(202) 551 -3750 if you have questions regarding comments on the financial statements and
related mat ters.  Please contact the undersigned with any other questions.

Sincerely,

               /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

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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

CORRESP
1
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       Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299

October 3, 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:

Reference is made to the comments of the
Staff of the Securities and Exchange Commission (the “Commission”) with respect to the Registration Statement
on Form S-4 (File No. 333-183728) (the “Registration Statement”) of Icahn Enterprises L.P., a Delaware limited
partnership (the “Icahn Enterprises”), Icahn Enterprises Finance Corp., a Delaware corporation (“Icahn
Enterprises Finance”) and Icahn Enterprises Holdings L.P., a Delaware limited partnership (“Icahn Enterprises
Holdings” and, together with Icahn Enterprises and Icahn Enterprises Finance, the “Company”), in your
letter dated September 19, 2012 (the “Comment Letter”).

We are writing to respond to the comments
contained in the Comment Letter and to indicate that changes have been made in Amendment No. 1 to the Registration Statement (“Amendment
No. 1”).

For your convenience, your comments are
set forth in this letter in bold italics, followed by our responses.

General

 1. We note that you are registering the offering of 8% Senior Notes Due 2018 in reliance on our position enunciated in Exxon
Capital Holdings Corp., SEC No-Action Letter (April 13, 1988). See also Morgan Stanley & Co. Inc., SEC No-Action Letter (June
5, 1991) and Sherman & Sterling, SEC No-Action Letter (July 2, 1993). Accordingly, with the next amendment, please provide
us with a supplemental letter stating that you are registering the exchange offer in reliance on our position contained in these
letters and include the representations contained in the Morgan Stanley and Sherman & Sterling no-action letters.

Contemporaneously with the submission of this letter,
the Company is filing a supplemental letter stating that the Company is registering the exchange offer in reliance on the Commission’s
position enunciated in the abovementioned no-action letters and including the representations contained in the Morgan Stanley and
Shearman & Sterling no-action letters.

Boca Raton | Boston | Chicago
| Hong Kong | London | Los Angeles | New Orleans | New York | Newark | Paris | São Paulo | Washington, D.C.

Justin Dobbie

United States Securities and Exchange Commission

October 3, 2012

Page 2 of 2

Exhibit 5.1

 2. Refer to the second paragraph on page 2. The language “but without our having made any special investigation as
to the applicability of any specific law, rule or regulation” is an inappropriate limitation on the scope of the legality
opinion. Please have counsel revise accordingly.

The opinion of Proskauer Rose LLP has been revised
to address the Staff’s comment. Please see Exhibit 5.1 to Amendment No. 1.

In connection with responding to the Comment
Letter, the Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
(ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action
with respect to the filing; and (iii) the Company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

We would appreciate your prompt review of
these materials and your prompt notification to us if you have further comments or questions. Please contact me should you have
any questions or additional comments.

    Very truly yours,

    /s/ Julie M. Allen, Esq.

    Julie M. Allen, Esq.

    Enclosures

 cc: Daniel A. Ninivaggi (Icahn Enterprises L.P.)

CORRESP
1
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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 3, 2012

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:
    Supplemental Letter with respect to the Registration Statement on Form S-4 (File No. 333-183728) of Icahn Enterprises L.P., Icahn Enterprises Finance Corp. and Icahn Enterprises Holdings L.P.

Ladies and Gentlemen:

Icahn Enterprises L.P., Icahn Enterprises
Finance Corp. and Icahn Enterprises Holdings L.P. (the “Registrants”) are registering the Registrants’
exchange offer (the “Exchange Offer”) pursuant to a Registration Statement on Form S-4 (File No. 333-183728)
in reliance on the position of the staff of the United States Securities and Exchange Commission enunciated in Exxon Capital
Holdings Corporation  (available April 13, 1988), Morgan Stanley & Co., Incorporated (available
June 5, 1991) and Shearman & Sterling (available July 2, 1993).

The Registrants represent as follows:

1.     The Registrants
have not entered into any arrangement or understanding with any person to distribute the securities to be received in the Exchange
Offer (collectively, the “New Securities”) and, to the best of the Registrants’ information and belief,
each person participating in the Exchange Offer (i) has no arrangement or understanding with any person to participate in the distribution
of the New Securities, (ii) is neither an “affiliate” of any of the Registrants within the meaning of Rule 405 under
the Securities Act of 1933, as amended (the “Securities Act”), nor a broker-dealer acquiring the New Securities
in exchange for securities acquired directly from the Registrants for its own account and (iii) is acquiring the New Securities
in the ordinary course its of business.

2.     The Registrants
will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if the
Exchange Offer is being registered for the purpose of secondary resales, any securityholder using the Exchange Offer to participate
in a distribution of the New Securities (a) could not rely on the staff position enunciated in no-action letters issued to
unrelated third parties (such as Exxon Capital Holdings Corporation  (available April 13, 1988) and similar
letters) and (b) must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as
amended (the “Securities Act”), in connection with a secondary resale transaction.  The Registrants
acknowledge that such a secondary resale transaction should be covered by an effective registration statement containing the selling
securityholder information required by Item 507 of Regulation S-K under the Securities Act.

3.     The Registrants
will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that (i) any
broker-dealer who holds existing securities  acquired for its own account as a result of market-making activities or
other trading activities, and who receives New Securities in exchange for such existing securities pursuant to the Exchange Offer,
may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act (as described in Shearman &
Sterling  (available July 2, 1993)) in connection with any resale of such New Securities, and (ii) by executing
the letter of transmittal, any such broker-dealer represents that it will so deliver a prospectus meeting the requirements of the
Securities Act.

4.     The Registrants
will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in
the Exchange Offer the following additional provision: if the exchange offeree is a broker-dealer holding existing securities acquired
for its own account as a result of market-making activities or other trading activities, an acknowledgement that it will deliver
a prospectus meeting the requirements of the Securities Act in connection with any resale of New Securities received in respect
of such existing securities pursuant to the Exchange Offer. The transmittal letter or similar documentation may also include a
statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that
it is an “underwriter” within the meaning of the Securities Act.

5.     None of
the Registrants nor any affiliate of the Registrants has entered into any arrangement or understanding with any broker-dealer
to distribute the New Securities.

[signature page follows]

    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

September 19, 2012

Via E -mail
Daniel A. Ninivaggi
President and Principal  Executive Officer
Icahn Enterprises L.P.
767 Fifth Avenue – Suite 4700
New York, NY 10153

Re: Icahn Enterprises L.P.
  Registration Statement on Form S-4
Filed  September 5, 2012
  File No.  333-183728 & -01 to -02

Dear Mr. Ninivaggi :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. We note that you are registering the offering of 8% Senior Notes Due 2018 in reliance on
our position enunciated in Exxon Capital Holdings Corp., SEC No -Action Letter (April
13, 1988).  See also Morgan Stanle y & Co. Inc., SEC No -Action Letter (June 5, 1991)
and Sherman & Sterling, SEC No -Action Letter (July 2, 1993).  Accordingly, with the
next amendment, please provide us with a supplemental letter stating that you are
registering the exchange offer in relian ce on our position contained in these letters and
include the representations contained in the Morgan Stanley and Sherman & Sterling no -
action letters.

Daniel A. Nin ivaggi
Icahn Enterprises L.P.
September 19, 2012
Page 2

 Exhibit 5.1

2. Refer to the second paragraph on page 2.  The language “but without our having made
any special investigation as to the applicability of any specific law, rule or regulation” is
an inappropriate limitation on the scope of the legality opinion.  Please have  counsel
revise accordingly.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules r equire.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request  acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Daniel A. Nin ivaggi
Icahn Enterprises L.P.
September 19, 2012
Page 3

 Please contact Nolan McWilliams  at (202) 551 -3217  or me at (202) 551 -3469  with any
questions  you may have .

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief

cc: Julie M. Allen, Esq.
 Proskauer Rose LLP

June 20, 2012

Via Email
Mr. SungHwan Cho
Chief Financial Officer
Icahn Enterprises L.P.
767 Fifth Avenue, Suite 4700
New York, NY 10153

Re: Icahn Enterprises L.P.
 Form 10-K for the year  ended December 31, 2011
Filed March 12, 2012
File No. 001-09516

Dear Mr. Cho :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who a re responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

CORRESP
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		June 2012 Comment Letter

Icahn Enterprises L.P.

June 18, 2012

VIA ELECTRONIC TRANSMISSION

Ms. Linda Cvrkel

Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re: Icahn Enterprises L.P.

Form 10-K for the year ended December 31, 2011

Filed March 12, 2012

File No. 001-09516

Dear Ms. Cvrkel:

Reference is made to the comments of the Staff of the Securities and Exchange Commission (the “Staff”) in your letter dated June 6, 2012 with respect to the Annual Report on Form 10-K of Icahn Enterprises L.P., a Delaware limited partnership  (the “Company”), for the fiscal year ended December 31, 2011 (the “Comment Letter”).

We are writing to respond to the comments contained in the Comment Letter.   For your convenience, the Staff's comments have been retyped below in boldface type, and the Company's responses are provided immediately after each comment.

Annual Report on Form 10-K for the year ended December 31, 2011

1. Please revise future filings to include all of the disclosures required by Item 303(a)(4)(i) with regards to your off balance sheet arrangements.  In this regard, we note some of the disclosure requirements have been provided in Note 7 to the financial statements, but not all, such as the business purpose for using credit default swaps and securities sold not yet purchased.  Please revise future filings accordingly.

The Company will revise future filings to include all of the disclosures required by Item 303(a)(4)(i) regarding our off balance sheet arrangements.

2. We note that you refer to Note 7 to your financial statements for market risk disclosures concerning your automotive segment.  However, it appears as though the disclosures which have been provided in Note 7 do not fully comply with the requirements outlined in Item 305 of Regulation S-K.  Please revise your disclosures regarding all of the market risks associated with this segment in future filings so that they are presented in one of the suggested formats outlined in Item 305(a) of Regulation S-K.

The Company will revise future filings regarding all of the market risks associated with our Automotive segment in compliance with the requirements outlined in Item 305 of Regulation S-K.

Quarterly Report on Form 10-Q for the Quarter ended March 31, 2012

3. We note the disclosure included in Note 13 which indicates that at the close of business on December 27, 2011, the company distributed subscription rights on a pro rata basis to holders of record of its depository units.  We also note that each whole right entitled the holder to acquire one newly issued depository unit of Icahn

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153  TELEPHONE (212) 702-4300 FAX (212) 750-5841

NASDAQ - IEP

Enterprises at a subscription price of $36.7933.  With regard to these rights, please tell us and revise future filings to explain how the subscription price for these rights was determined.  As part of your response, please indicate whether the subscription price provided for a bonus element as described in ASC 260-10-55-13 and indicate how any bonus element was accounted for in the company's earnings per share computations for the periods presented in the company's interim financial statements.

As disclosed in the Company's registration statement on Form S-3 (Registration No. 333-178249), which was declared effective on December 27, 2011, the subscription price for the depositary units offered in the rights offering was equal to the volume-weighted average price per depositary unit for the 10 consecutive trading days commencing 11 trading days prior to December 27, 2011 (the record date). The Company will disclose how the subscription price for the rights was determined in future filings. Additionally, the subscription price did not provide for a bonus element as described in ASC 260-10-55-13 as the subscription price for the rights was not less than the fair value of the Company's depositary units on the date of issuance and therefore, no bonus element was required to be accounted for in the Company's earnings per share computations.

Form 8-K filed April 24, 2012

Form 8-K filed February 28, 2012

4.  We note your presentation of the non-GAAP measures “adjusted net income” and “operational EBITDA” in the press releases included as exhibits to your reports on Form 8-K.  Please revise future filings to clearly state why management believes the presentation of these non-GAAP measures are useful to investors.  Refer to the guidance outlined in Item 10(e)(1)(i)(C) of Regulation S-K.

The Company notes the following statement in the Form 8-K filed February 28, 2012: “Adjusted net income is defined as net income (loss) attributable to Federal-Mogul less certain items affecting comparability such as impairment or curtailment gains or losses.”  The Company will add the underlined words in future filings: “Adjusted net income is defined as net income (loss) attributable to Federal-Mogul less certain items affecting comparability such as impairments or curtailment gains or losses.  Management believes that adjusted net income is useful to investors in assessing year-over-year operating performance by removing certain non-operating items.”

The Company notes the following statement in both of the referenced Form 8-K's: “Management believes that Operational EBITDA most closely approximates the cash flow associated with the operational earnings of the Company and uses Operational EBITDA to measure the performance of its operations.”  The Company will replace this statement with the following discussion in future filings in respect of Operational EBITDA:

"The Company believes that Operational EBITDA provides supplemental information for management and investors to evaluate the operating performance of its business.  Management uses, and believes that investors benefit from referring to Operational EBITDA in assessing the Company's operating results, as well as in planning, forecasting and analyzing future periods as this financial measure approximates the cash flow associated with the operational earnings of the Company. Additionally, Operational EBITDA presents measures of corporate performance exclusive of the Company's capital structure and the method by which assets were acquired and financed."

In connection with responding to the Comment Letter, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact me should you have any questions or additional comments.

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153  TELEPHONE (212) 702-4300 FAX (212) 750-5841

NASDAQ - IEP

Very truly yours,

/s/SungHwan Cho

SungHwan Cho

Chief Financial Officer

Icahn Enterprises G.P. Inc., the general partner of

Icahn Enterprises L.P.

cc:    Daniel A. Ninivaggi (Icahn Enterprises L.P.)

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153  TELEPHONE (212) 702-4300 FAX (212) 750-5841

NASDAQ - IEP

June 6, 2012

Via Email
Mr. SungHwan Cho
Chief Financial Officer
Icahn Enterprises L.P.
767 Fifth Avenue, Suite 4700
New York, NY 10153

Re: Icahn Enterprises L.P.
 Form 10-K for the year ended December 31, 2011
Filed March 12, 2012
File No. 001-09516

Dear Mr. Cho :

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

Please r espond to this letter within 10  business days by confirming that you will revise
your document in future filings  and providing any  reque sted information.   If you do not believe
our comments apply to your facts and circumstances, please  tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Annual Report on Form 10 -K for the year ended December 31, 2011

Item 7. Management's Discussion and Ana lysis of Financial Condition and Results of
Operations, page 60
Liquidity and Capital Resources, page 75
Off-Balance Sheet Arrangements, page 77

1. Please revise future filings to include all of the disclosures required by Item 303(a)(4)(i)
with regards to y our off balance sheet arrangements.  In this regard, we note some of the
disclosure requirements have been provided in Note 7 to the financial statements, but not
all, such as the business purpose for using credit default swaps and securities sold not yet
purchased.  Please revise future filings accordingly.

Mr. SungHwan Cho
Icahn Enterprises L.P.
June 6 , 2012
Page 2

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk , page 86
Automotive, page 87

2. We note that you refer to Note 7 to your financial statements for market risk disclosures
concerning your automotive segment.  However, it appears as though the disclosures
which have been provided in Note 7 do not fully comply with the requirements outlined
in Item 305 of Regulation S -K.  Please revise your disclosures regarding all of the market
risks a ssociated with this segment in future filings so that they are presented in one of the
suggested formats outlined in Item 305(a) of Regulation S -K.

Quarterly Report on Form 10 -Q for the Quarter ended March 31, 2012

Financial Statements, page 1
Notes to Consolidated Financial Statements, page 6
13. Net Income per LP Unit, page 34

3. We note the disclosure included in Note 13 which indicates that at the close of business
on December 27, 2011, the company distributed subscription rights on a pro rata basis to
holders of record of its depository units.  We also note that each whole right entitled the
holder to acquire one newly issued depository unit of Icahn Enterprises at a subscription
price of $36.7933.  With regard to these rights, please tell us and revis e future filings to
explain how the subscription price for these rights was determined.  As part of your
response, please indicate whether the subscription price provided for a bonus element as
described in ASC 260 -10-55-13 and indicate how any bonus eleme nt was accounted for
in the company’s earnings per share computations for the periods presented in the
company’s interim financial statements.

Form 8 -K filed April 24, 2012
Form 8 -K filed February 28, 2012
Exhibits 99.1

4.  We note your presentation of the non -GAAP measures “adjusted net income” and
“operational EBITDA” in the press releases included as exhibits to your reports on Form
8-K.  Please revise future filings to clearly state why management believes the
presentati on of these non -GAAP measures are useful to investors.  Refer to the guidance
outlined in Item 10(e)(1)(i)(C) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the  filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Mr. SungHwan Cho
Icahn Enterprises L.P.
June 6 , 2012
Page 3

 in possession of all facts relating to a company’s disclosure, they are responsible for the accura cy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Heather Clark at 202-551-3624 or me at 202-551-3813 if you have
questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrk el
Branch Chief

CORRESP
1
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ICAHN ENTERPRISES L.P.

ICAHN ENTERPRISES FINANCE CORP.

767 Fifth Avenue – Suite 4700

New York, New York 10153

March 16, 2012

VIA ELECTRONIC TRANSMISSION

Loan Lauren P. Nguyen

Special Counsel

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., Icahn Enterprises Finance Corp. and Icahn Enterprises Holdings L.P.

Registration Statement on Form S-4

Filed January 20, 2012

File No. 333-179109

Dear Ms. Nguyen:

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. 333-179109 (the “Registration Statement”) so that it may become effective at 12:00 noon
Eastern Time on Tuesday, March 20, 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/ Daniel
    A. Ninivaggi

    Name: Daniel A. Ninivaggi

    Title: President and Principal Executive Officer

    ICAHN ENTERPRISES FINANCE CORP.

    By:
    /s/ Daniel
    A. Ninivaggi

    Name: Daniel A. Ninivaggi

    Title: President and Principal Executive Officer

    ICAHN ENTERPRISES HOLDINGS L.P.

    By:
    Icahn Enterprises G.P. Inc.,

    its general partner

    By:
    /s/ Daniel
    A. Ninivaggi

    Name: Daniel A. Ninivaggi

    Title: President and Principal Executive Officer

CORRESP
1
filename1.htm

Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299

March 14, 2012

VIA ELECTRONIC TRANSMISSION

Loan Lauren P. Nguyen, Esq.

Special Counsel

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 January 20, 2012

File No. 333-179109

Dear Ms. Nguyen:

Reference is made to the comments of the
Staff of the Securities and Exchange Commission (the “Commission”) with respect to the Registration Statement
on Form S-4 (File No. 333-179109) (the “Registration Statement”) of Icahn Enterprises L.P., a Delaware limited
partnership (the “Icahn Enterprises”), Icahn Enterprises Finance Corp., a Delaware corporation (“Icahn
Enterprises Finance”) and Icahn Enterprises Holdings L.P., a Delaware limited partnership (“Icahn Enterprises
Holdings” and, together with Icahn Enterprises and Icahn Enterprises Finance, the “Company”), in your
letter dated February 14, 2012 (the “Comment Letter”).

We are writing to respond to the comments
contained in the Comment Letter and to indicate that changes have been made in Amendment No. 2 to the Registration Statement (“Amendment
No. 2”).

For your convenience, your comments are
set forth in this letter in bold italics, followed by our responses.

Supplemental Letter

1.     We note
that you are registering the 8% Senior Notes due 2018 in reliance on our position enunciated in Exxon Capital Holdings Corp., SEC
No-Action Letter (April 13, 1988). See also Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and Sherman &
Sterling, SEC No-Action Letter (July 2, 1993). Accordingly, with the next amendment, please provide us with a supplemental letter
stating that you are registering the exchange offer in reliance on our position contained in these letters and include the representations
contained in the Morgan Stanley and Sherman & Sterling no-action letters.

Loan Lauren P. Nguyen, Esq.

United States Securities and Exchange Commission

March 14, 2012

Page 2
of 3

Contemporaneously with the submission of this letter,
the Company is filing a supplemental letter stating that the Company is registering the exchange offer in reliance on the Commission’s
position enunciated in the abovementioned no-action letters and including the representations contained in the Morgan Stanley and
Shearman & Sterling no-action letters.

Signatures

2.     Please
revise the language preceding your signatures to follow the language in Form S-4 and number your signature pages.

The applicable disclosure in the Registration Statement
has been revised to address the Staff’s comment. Please see pages II-10 to II-12 of Amendment No. 2.

Exhibit 5.1

3.     Counsel
may examine any documents that it believes necessary to render its opinion. Either delete the listing of documents that begins
on page 1 or revise to also state that counsel has examined all other documents necessary to render its opinion.

The opinion of Proskauer Rose LLP has been revised
to address the Staff’s comment. Please see Exhibit 5.1.

4.     Please
have counsel revise to remove the last paragraph on page 4 of the legal opinion because it contains an inappropriate practice qualification.

The opinion of Proskauer Rose LLP has been revised
to address the Staff’s comment. Please see Exhibit 5.1.

In connection with responding to the Comment
Letter, the Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
(ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action
with respect to the filing; and (iii) the Company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

Loan Lauren P. Nguyen, Esq.

United States Securities and Exchange Commission

March 14, 2012

Page 3 of 3

We would appreciate
your prompt review of these materials and your prompt notification to us if you have further comments or questions. Please contact
me should you have any questions or additional comments.

Very truly yours,

/s/ Julie M. Allen

Enclosures

cc:	  Daniel A. Ninivaggi (Icahn Enterprises L.P.)

CORRESP
1
filename1.htm

ICAHN ENTERPRISES L.P.

ICAHN ENTERPRISES FINANCE CORP.

767 Fifth Avenue – Suite 4700

New York, New York 10153

March 14, 2012

VIA ELECTRONIC TRANSMISSION

Loan Lauren P. Nguyen

Special Counsel

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-1004

    Re:
    Supplemental Letter with respect to the Registration Statement on Form S-4 (File No. 333-179109) of Icahn Enterprises L.P., Icahn Enterprises Finance Corp. and Icahn Enterprises Holdings L.P.

Ladies and Gentlemen:

Icahn Enterprises L.P., Icahn Enterprises
Finance Corp. and Icahn Enterprises Holdings L.P. (the “Registrants”) are registering the Registrants’
exchange offer (the “Exchange Offer”) pursuant to a Registration Statement on Form S-4 (File No. 333-179109)
in reliance on the position of the staff of the United States Securities and Exchange Commission enunciated in Exxon Capital
Holdings Corporation  (available April 13, 1988), Morgan Stanley & Co., Incorporated (available
June 5, 1991) and Shearman & Sterling (available July 2, 1993).  The Registrants represent
as follows:

1.     The
Registrants have not entered into any arrangement or understanding with any person to distribute the securities to be received
in the Exchange Offer (collectively, the “New Securities”) and, to the best of the Registrants’ information
and belief, each person participating in the Exchange Offer (i) has no arrangement or understanding with any person to participate
in the distribution of the New Securities, (ii) is neither an “affiliate” of any of the Registrants within the meaning
of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), nor a broker-dealer acquiring
the New Securities in exchange for securities acquired directly from the Registrants for its own account and (iii) is acquiring
the New Securities in the ordinary course its of business.

2.     The
Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise)
that if the Exchange Offer is being registered for the purpose of secondary resales, any securityholder using the Exchange Offer
to participate in a distribution of the New Securities (a) could not rely on the staff position enunciated in no-action letters
issued to unrelated third parties (such as Exxon Capital Holdings Corporation  (available April 13, 1988)
and similar letters) and (b) must comply with the registration and prospectus delivery requirements of the Securities Act
of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction.  The
Registrants acknowledge that such a secondary resale transaction should be covered by an effective registration statement containing
the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

3.     The
Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise)
that (i) any broker-dealer who holds existing securities  acquired for its own account as a result of market-making activities
or other trading activities, and who receives New Securities in exchange for such existing securities pursuant to the Exchange
Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act (as described
in Shearman & Sterling  (available July 2, 1993)) in connection with any resale of such New Securities,
and (ii) by executing the letter of transmittal, any such broker-dealer represents that it will so deliver a prospectus meeting
the requirements of the Securities Act.

4.     The
Registrants will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate
in the Exchange Offer the following additional provision: if the exchange offeree is a broker-dealer holding existing securities
acquired for its own account as a result of market-making activities or other trading activities, an acknowledgement that it will
deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Securities received in
respect of such existing securities pursuant to the Exchange Offer. The transmittal letter or similar documentation may also include
a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit
that it is an “underwriter” within the meaning of the Securities Act.

5.     None
of the Registrants nor any affiliate of the Registrants has entered into any arrangement or understanding with any broker-dealer
to distribute the New Securities.

    Icahn Enterprises L.P.

    By: Icahn Enterprises G.P. Inc.,

    its general partner

    By:
     /s/ Dominick Ragone

    Name: Dominick Ragone

    Title: Chief Financial Officer

    Icahn Enterprises Finance Corp.

    By:
     /s/ Dominick Ragone

    Name: Dominick Ragone

    Title: Chief Financial Officer

    Icahn Enterprises holdings L.P.

    By: Icahn Enterprises G.P. Inc.,

    its general partner

    By:
     /s/ Dominick Ragone

    Name: Dominick Ragone

    Title: Chief Financial Officer

February 14, 2012
 Via E-mail

Dominick Ragone  Chief Financial Officer Icahn Enterprises L.P. 767 Fifth Avenue, Ste. 4700 New York, NY 10153
Re: Icahn Enterprises L.P.
  Registration Statement on Form S-4
Filed January 20, 2012
  File No. 333-179109

Dear Mr. Ragone:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note that you are registering the 8% Senior Notes due 2018 in reliance on our
position enunciated in Exxon Capital Holdings  Corp., SEC No-Action Letter (April 13,
1988).  See  also Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and
Sherman & Sterling, SEC No-Action Letter (Jul y 2, 1993).  Accordingly, with the next
amendment, please provide us with a supplem ental letter stating th at you are registering
the exchange offer in reliance on our position contained in these le tters and include the
representations contained in  the Morgan Stanley and Sherman & Sterling no-action
letters.

Dominick Ragone  Icahn Enterprises L.P. February 14, 2012 Page 2

 Signatures

2. Please revise the language preceding your signa tures to follow the language in Form S-4
and number your signature pages.
Exhibit 5.1

3. Counsel may examine any documents that it believes necessary to render its opinion.
Either delete the listing of documents that be gins on page 1 or revise  to also state that
counsel has examined all other documents necessary to render its opinion.

4. Please have counsel revise to remove the la st paragraph on page 4 of the legal opinion
because it contains an inappr opriate practice qualification.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd 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.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Dominick Ragone  Icahn Enterprises L.P. February 14, 2012 Page 3

 Please contact Tonya K. Aldave at (202) 551-3601 or me at (202) 551-3642 with any
questions.
Sincerely,
   /s/ Loan Lauren P. Nguyen
Loan Lauren P. Nguyen   Special Counsel
 cc:  via E-mail

Julie Allen, Esq. Proskauer Rose LLP

September 26, 2011
 Via E-mail

Mr. Dominick Ragone Chief Financial Officer Icahn Enterprises L.P. 767 Fifth Avenue, Suite 4700 New York, New York 10153

Re: Icahn Enterprises L.P.
 Form 10-K for the fiscal year ended December 31, 2010
Filed March 8, 2011
  File No. 001-09516
Dear Mr. Ragone:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Linda Cvrkel

Linda Cvrkel Branch Chief

CORRESP
1
filename1.htm

		August 2011 Comment Letter Third Response

Icahn Enterprises L.P.

August 17, 2011

VIA ELECTRONIC TRANSMISSION

Ms. Linda Cvrkel

Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re: Icahn Enterprises L.P.

Form 10-K for the fiscal year ended December 31, 2010

Filed on March 8, 2011

File No. 1-9516

Dear Ms. Cvrkel:

Reference is made to the comments of the Staff of the Securities and Exchange Commission (the “Staff”) in your letter dated July 28, 2011 with respect to the Annual Report on Form 10-K of Icahn Enterprises L.P., a Delaware limited partnership  (the “Company”), for the fiscal year ended December 31, 2010 (the “Comment Letter”).

We are writing to respond to the comments contained in the Comment Letter.   For your convenience, the Staff's comments have been retyped below in boldface type, and the Company's responses are provided immediately after each comment.

Form 10-K for the fiscal year ended December 31, 2010

1.    We note your response to our prior comment number one however we reissue in part. Your response did not address the reason for the difference in the two fair values which according to your response in your letter date June 7, 2011 were both calculated as of November 15, 2010. Please explain why you believe the fair value of $19.50 per share as determined, with the assistance of the third-party appraiser, rather than the price of Tropicana's common stock traded in the privately negotiated transaction at $13.75 per share is appropriate for calculating the gain or loss in the transaction.

On November 14, 2010, certain entities within our Investment Management segment (such entities being collectively referred to as the “Investment Funds” hereafter) held 12,870,446 shares of Tropicana common stock, representing 48.9% of the total outstanding shares.   On November 15, 2010, the Investment Funds purchased an additional 668,000 shares of Tropicana's common stock at $13.75 per share in an arms-length privately negotiated transaction, which resulted in their collectively obtaining a 51.5% controlling financial interest in Tropicana as of November 15, 2010.  The Investment Funds used the purchase price of $13.75 to value the 12,870,446 shares in accordance with specialized accounting (i.e., investment company accounting) as discussed below, resulting in $177 million in carrying value.

As of December 31, 2010, the Investment Funds were considered “investment companies” pursuant to ASC Topic 946, Financial Services-Investment Companies, and therefore accounted for all their investments, including Tropicana common stock, at fair value.  Investment companies report their investments at fair value which is the amount at which the investment could be exchanged in a current transaction between willing parties, other than a forced or liquidation sale. Accordingly, the fair value of Tropicana's common stock was determined by the Investment Funds based upon traded market activity, in accordance with ASC Topic 946, Financial Services-Investment Companies.  As the Investment Funds invest in securities as compared to businesses, they do not factor control premiums in valuing their investments.

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153  TELEPHONE (212) 702-4300 Fax (212) 750-5841

NYSE - IEP

As described in Note 7, “Investments and Related Matters” on page 145 of our 2010 Form 10-K, the Company adopted FASB ASC Section 946-810-45, Financial Services-Investment Companies-Consolidation-Other Presentation Matters, as of January 1, 2007.  FASB ASC Section 946-810-45 provides guidance on whether investment company accounting should be retained in the financial statements of a parent entity. Upon the adoption of FASB ASC Section 946-810-45, the Company lost its ability to retain specialized accounting in the consolidation of the Investment Funds.  For those investments that (i) were deemed to be available-for-sale securities, (ii) fell outside the scope of ASC Topic 320, Investments-Debt and Equity Securities or (iii) the Company would otherwise account for under the equity method, the Company applied the fair value option.  The Company would be required to consolidate those investments in which it has a controlling financial interest.

As a result of the Company's obtaining a controlling financial interest in Tropicana with the Investment Funds' purchase of the additional 668,000 shares of Tropicana common stock, the Company was required to consolidate the financial results of Tropicana effective November 15, 2010.  The Company applied purchase accounting to determine the fair value of the assets acquired and liabilities assumed in accordance with ASC Topic 805, Business Combinations, utilizing various valuation methodologies, including guideline public company analysis, multiples of current earnings and projected discounted future cash flows (such resulting value being collectively referred to as “enterprise value”). ASC Topic 805, Business Combinations, requires the consideration of control premiums, among other factors, in determining the fair value of a reporting unit, as discussed below.  Based on such valuations, the Company determined that the fair value of Tropicana was $513 million at November 15, 2010, or equivalent to approximately $19.50 per share based on the total 26,312,500 shares of Tropicana common stock outstanding as of November 15, 2010.   The Company believes that it has appropriately accounted for its investment in Tropicana on the basis that there is a difference in the fair value measurement of the unit of account when an entity obtains a controlling financial interest in another entity as compared to an investment in an individual security that is less-than majority owned as supported by the following guidance:

ASC Paragraph 350-20-35-23 states the following (italics have been added for emphasis):

Substantial value may arise from the ability to take advantage of synergies and other benefits that flow from control over another entity. Consequently, measuring the fair value of a collection of assets and liabilities that operate together in a controlled entity is different from measuring the fair value of that entity's individual equity securities. An acquiring entity often is willing to pay more for equity securities that give it a controlling interest than an investor would pay for a number of equity securities representing less than a controlling interest. That control premium may cause the fair value of a reporting unit to exceed its market capitalization. The quoted market price of an individual equity security, therefore, need not be the sole measurement basis of the fair value of a reporting unit.

ASC Topic 805, Business Combinations, also required the Company to remeasure its previously held equity interest in Tropicana at its acquisition-date fair value, which the Company recalculated to be $251 million (i.e., 12,870,446 shares multiplied by $19.50). The Investment Funds' acquisition of the additional 668,000 shares on November 15, 2010 (i) provided the basis for the measurement of the 12,870,446 shares and simultaneously (ii) resulted in the Company's obtaining a controlling financial interest in Tropicana by way of our consolidation of the Investment Funds, thereby triggering the requirement to apply purchase accounting in accordance with ASC Topic 805 in the Company's consolidated financial statements.

The Company believes that it is appropriate to apply $19.50 per share to remeasure its equity interest in Tropicana (i.e., 12,870,446 shares) immediately prior to obtaining a controlling financial interest in order to determine the gain on acquisition as this value is derived from the application of ASC Topic 805. The distinction between the $19.50 per share and $13.75 per share is based on the fair value measurement of the reporting unit (i.e., Tropicana) as compared to the fair value of Tropicana's equity securities which is supported by the accounting literature referenced above.  The imputed fair value of $19.50 per share is based on the enterprise value of

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153  TELEPHONE (212) 702-4300 Fax (212) 750-5841

NYSE - IEP

Tropicana on November 15, 2010 as required by ASC Topic 805 when a controlling financial interest is obtained (as the Company lost the ability to retain specialized accounting in consolidating the Investment Funds).  The $13.75 per share is based on a privately negotiated transaction and does not include a control premium, among other factors, and is consistent with industry standards by which investment companies typically value their investments as discussed above.

The Company believes that the value of the underlying business of Tropicana pursuant to ASC Topic 805, as determined with the assistance of a third-party appraiser, is greater than the value of the Tropicana's common stock traded at in a privately negotiated transaction of 668,000 shares.  We believe that, among other factors, the difference between the fair value as determined by ASC Topic 805 (i.e., $19.50 per share) and the value determined in the privately negotiated transaction (i.e., $13.75) is primarily due to certain values derived from the application of ASC Topic 805 which utilized various valuation methodologies, including guideline public company analysis, multiple of earnings, and projected discounted future cash flows and the consideration of a control premium.

In connection with responding to the Comment Letter, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact me should you have any questions or additional comments.

Very truly yours,

/s/Dominick Ragone

Dominick Ragone

Chief Financial Officer

Icahn Enterprises G.P. Inc., the general partner of

Icahn Enterprises L.P.

cc:    Daniel A. Ninivaggi (Icahn Enterprises L.P.)

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153  TELEPHONE (212) 702-4300 Fax (212) 750-5841

NYSE - IEP

July 28, 2011
 Via Email

Mr. Dominick Ragone Chief Financial Officer Icahn Enterprises L.P. 767 Fifth Avenue, Suite 4700 New York, New York 10153

Re: Icahn Enterprises L.P.
 Form 10-K for the fiscal year ended December 31, 2010
Filed March 8, 2011
  File No. 001-09516
Dear Mr. Ragone:
 We have reviewed your response letter dated July 5, 2011 and have the following
comment.  Unless otherwise indicated, we thin k you should revise your document in future
filings in response to these comments.  If you disa gree, we will consider y our explanation as to
why our comment is inapplicable or a revision is  unnecessary.  Please be as  detailed as necessary
in your explanation.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.  Af ter reviewing this information, we may raise
additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at the end of th is letter.

Please respond to confirm that such comments will be complied with, or, if certain of the
comments are deemed inappropriate, advise the staff of your reason.  Your response should be
submitted in electronic form, under the label “corres p” with a copy to the staff.  Please respond
within ten (10) business days.  Form 10-K for the Year Ended December 31, 2010

1. We note your response to our prior comment nu mber one however we reissue in part.
Your response did not address the reason for the difference in the two fair values which
according to your response in your letter date d June 7, 2011 were both calculated as of
November 15, 2010.  Please also explain w hy you believe the fair value of $19.50 per
share as determined, with the assistance of the third-party appraiser, rather than the price

Mr. Dominick Ragone Icahn Enterprises L.P. July 28, 2011 Page 2

 of Tropicana’s common stock traded in the privately negotiated transaction at $13.75 per
share is appropriate for ca lculating the gain or loss  in the transaction.

You may contact Claire Erla nger at (202)551-3301 or Jean  Yu at (202)551-3305 if you
have questions regarding comments on the fina ncial statements and related matters.

 Sincerely,
  /s/ Linda Cvrkel
Linda Cvrkel Branch Chief

CORRESP
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		June 2011 Comment Letter Second Response

Icahn Enterprises L.P.

July 5, 2011

VIA ELECTRONIC TRANSMISSION

Ms. Linda Cvrkel

Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:    Icahn Enterprises L.P.

Form 10-K for the fiscal year ended December 31, 2010

Filed on March 8, 2011

File No. 1-9516

Dear Ms. Cvrkel:

Reference is made to the comments of the Staff of the Securities and Exchange Commission (the “Staff”) in your letter dated June 21, 2011 with respect to the Annual Report on Form 10-K of Icahn Enterprises L.P., a Delaware limited partnership  (the “Company”), for the fiscal year ended December 31, 2010 (the “Comment Letter”).

We are writing to respond to the comments contained in the Comment Letter.   For your convenience, the Staff's comments have been retyped below in boldface type, and the Company's responses are provided immediately after each comment.

Form 10-K for the fiscal year ended December 31, 2010

Notes to the Financial Statements

Note 3. Acquisitions

Investment in Tropicana, page 131

1.    We note from your response to our prior comment eight that the fair value of the 12,870,446 shares of Tropicana's common stock that were held just prior to the acquisition of the controlling interest in Tropicana was $177 million, or $13.75 per share which was based upon the purchase price of the additional shares in an arm's length, private transaction. However, you also indicate in your response that the fair value at acquisition date of the 12,870,446 previously held shares of Tropicana's common stock pursuant to ASC 805 was $251 million. Please explain to us in further detail the reason for the difference in the two fair values, as it appears they were both calculated as of November 15, 2010 and why it you believe the fair value of $19.50 per share is appropriate for calculating the gain or loss in the transaction. Furthermore, it is unclear to us how the calculation of gain has been calculated in accordance with ASC 805. ASC 805-10-25-10 requires you to remeasure the previously held equity interest in the acquiree at its acquisition-date fair value and recognize the resulting gain or loss, if any, in earnings. In this regard, we believe the gain or loss should be the difference between the carrying amount of the equity interest prior to acquisition date and the fair value of this interest determined as of the acquisition date. Please tell us the carrying amount of your equity interest prior to the acquisition date and explain to us how that amount has been considered in your calculation of the gain or loss. We may have further comment upon receipt of your response.

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153  TELEPHONE (212) 702-4300 Fax (212) 750-5841

NYSE - IEP

The Company clarifies that the carrying value of the 12,870,446 shares of Tropicana's common stock that were held just prior to the acquisition of the controlling interest in Tropicana was $177 million.

The purchase of the additional 668,000 shares of Tropicana's common stock on November 15, 2010 brought the Company's interest in Tropicana to 51.5% of the total outstanding shares of Tropicana common stock and required the Company to consolidate Tropicana's results effective November 15, 2010.  As previously discussed, the Company applied purchase accounting to determine the fair value of the assets acquired and liabilities assumed in accordance with ASC Topic 805, Business Combinations, utilizing various valuation methodologies, including guideline public company analysis, multiples of current earnings and projected discounted future cash flows.  Based on such valuations, the Company determined that the fair value of Tropicana was $513 million at November 15, 2010, or equivalent to approximately $19.50 per share based on the total 26,312,500 shares of Tropicana common stock outstanding as of November 15, 2010.

As required by ASC Topic 805, we remeasured the previously held equity interest in Tropicana at its acquisition-date fair value to be $251 million (12,870,446 shares multiplied by $19.50). This resulted in a gain of $74 million which was calculated as the difference between the fair value of the equity interest in Tropicana determined in our valuation as of the acquisition date ($251 million) and the carrying amount of the equity interest prior to acquisition date ($177 million).

2.    We note in response to our prior comment nine you explain how the fair value of Tropicana non-controlling interests of $237 million was determined at November 15, 2010. Please confirm that you will include a disclosure similar to provided in your response to us in the notes to the financial statements in future filings.

The Company will include a disclosure of how it determined the fair value of Tropicana's non-controlling interests of $237 million at November 15, 2010 in future filings.

In connection with responding to the Comment Letter, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact me should you have any questions or additional comments.

Very truly yours,

/s/Dominick Ragone

Dominick Ragone

Chief Financial Officer

Icahn Enterprises G.P. Inc., the general partner of

Icahn Enterprises L.P.

cc:    Daniel A. Ninivaggi (Icahn Enterprises L.P.)

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153  TELEPHONE (212) 702-4300 Fax (212) 750-5841

NYSE - IEP

Mail Stop 3561
        June 21, 2011

 Via Fax & U.S. Mail
Mr. Dominick Ragone
Chief Financial  Officer
Icahn Enterprises L.P.
767 Fifth Avenue, Suite 4700
New York, New York 10153

Re: Icahn Enterprises L.P.
 Form 10- K for the fiscal year ended December 31 , 2010
Filed  March 8, 2011
  File No. 001 -09516

Dear Mr. Ragone :

We have reviewed your  response letter dated June 7, 2011 and have the following
comments.  Unless otherwise indicated, we think you should revise your document in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision  is unnecessary.  Please be as detailed as necessary
in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional commen ts.
  Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We  welcome any questions
you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if certain of the
comments are deemed inappropriate, advise the staff of your reason.  Your response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond within ten (10) business days.

Form 10- K for the Year Ended December 31, 2010
 Notes to the Financial Statements
 Note  3. Acquisitions

Mr. Dominick Ragone
Icahn Enterprises L.P.
June 21, 2011
Page 2

 – Investment in Tropicana , page 131
1. We note from your response to our prior comment eight that the fair value of the 12,870,446 shares of Tropicana’s common stock that were held just prior to the acquisition of the controlling interest i n Tropicana was $177 million, or $13.75 per share
which was based upon the purchase price of the additional shares in an arm’s length, private transaction.  However, you also indicate in your response that the fair value at acquisition date of the 12,870,446 previously held shares of Tropicana’s common stock pursuant to ASC Topic 805 was $251 million.  Please explain to us in further detail the reason for the difference in the two fair values , as it appears that they were both
calculated as of November 15, 2010 and why it you believe the fair value of $19.50 per
share is appropriate for calculating the gain or loss in the transaction.  Furthermore, it is unclear to us how the calculation of gain has been calculated in accordance with ASC 805.  ASC 805- 10-25-10 requires you to remeasure the previously held equity interest in
the acquiree at its acquisition -date fair value and recognize the resulting gain or loss, if
any, in earnings .  In this regard, w e believe th e gain or loss should be the difference
between  the carrying amount of the equity interest prior to acquisition date and the fair
value of this interest determin ed as of the acquisition date.  P lease tell us the carrying
amount of your equity interest prior to the acquisition date and explain to us how  that
amount has been  considered  in your calculation of the gain or loss.  We may have further
comment upon receipt of your response.

2. We note in response to our prior comment nine you explain how the fair value of
Tropicana non -controlling interests of $237 million was determined at November 15,
2010.  Please confirm that you will include a disclosure similar to provided in your
response to us in the notes to the financial statements in future filings.

********
 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the
filing to be certain that the filing includes all information required under the Securities Exchange
Act of 1934 and that they have provided all information inve stors require for an informed
investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connect ion with responding to our comments, please provide, in writing, a statement
from the company acknowledging that:
  the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in respons e to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

Mr. Dominick Ragone
Icahn Enterprises L.P.
June 21, 2011
Page 3

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws  of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

You may contact Claire Erlanger at (202)551 -3301 or Jean Yu at (202)551 -3305 if you have
questions regarding comments on the financial statements and related matters.

Sincerely,
    Linda Cvrkel
Branch Chief
   Via facsimile
(646) 861- 7585

CORRESP
1
filename1.htm

		June 2011 Comment Letter

Icahn Enterprises L.P.

June 7, 2011

VIA ELECTRONIC TRANSMISSION

Ms. Linda Cvrkel

Branch Chief

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:    Icahn Enterprises L.P.

Form 10-K for fiscal year ended December 31, 2010

Filed on March 8, 2011

File No. 1-09516

Dear Ms. Cvrkel:

Reference is made to the comments of the Staff of the Securities and Exchange Commission (the “Staff”) in your letter dated May 20, 2011 with respect to the Annual Report on Form 10-K of Icahn Enterprises L.P., a Delaware limited partnership  (the “Company”), for the fiscal year ended December 31, 2010 (the “Comment Letter”).

We are writing to respond to the comments contained in the Comment Letter.   For your convenience, the Staff's comments have been retyped below in boldface type, and the Company's responses are provided immediately after each comment.

Form 10-K for the fiscal year ended December 31, 2010

Selected Financial Data, page 66

1.     Please revise future filings to include disclosure of cash distributions declared, per LP unit in the table of selected financial data. See Item 301 of Regulation S-K.

The Company respectfully advises the Staff that the cash distributions declared, per LP unit is disclosed in the table of selected financial data under the caption “Other Financial Data.”

Management's Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources, page 93

2.     We note your disclosure on page 39 that because of the bankruptcies, the Predecessors and Tropicana AC deferred renovations and capital improvements and Tropicana also needs to make capital expenditures to comply with applicable laws and regulations. Please revise future filings to disclose your expected capital expenditures for the next fiscal year.

 The Company will disclose expected capital expenditures for Tropicana that are material in future filings.

Audited Financial Statements

3.     We note you present a balance sheet which does not include separate classification of current assets and current liabilities. In light of your disclosure on page 115 that you conduct and plan to continue to conduct your

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153  TELEPHONE (212) 702-4300 Fax (212) 750-5841

NYSE - IEP

activities in such a manner as not to be deemed an investment company, and the fact that a significant amount of your business relates to the automotive, railcar, real estate, home fashion  and other industries, we believe that it would be more appropriate for you to present  a classified  balance sheet. Please revise future filings accordingly, or alternatively, tell us why you believe it is appropriate to present a non-classified balance sheet.

While the Company conducts and plans to continue to conduct its activities in such a manner as not to be deemed an investment company under the Investment Company Act of 1940, as amended, the Company's Investment Management segment's total assets of $9.5 billion as of December 31, 2010 represents approximately 45% of the Company's total consolidated assets. Although a significant amount of the Company's business relates to the automotive, railcar, real estate, home fashion and other industries, its Investment Management segment is the Company's largest segment in terms of total assets.

A majority of the net assets and liabilities of the Investment Management segment is attributable to its non-controlling interests. As of December 31, 2010, the Investment management segment has $3.8 billion of non-controlling interests which have the right to redeem their capital, subject to certain restrictions, and such funds are not available for the Company's general liquidity purposes. If the Company had presented a classified balance sheet in the financial statements contained in its 2010 Form 10-K, its working capital, defined as current assets minus current liabilities, would have been overstated by $3.8 billion. The Company believes that the classified presentation of its balance sheet would also distort the calculation of the current ratio. Therefore, the Company has concluded that a classified balance sheet would not be appropriate.

4.     We note you present accounts receivable as "net" on the face of the balance sheet.  Please tell us, and revise the notes to the financial statements in future filings to disclose the amount of the allowance for doubtful accounts at each period end for which a balance sheet is presented. Also, if material, please revise future filings to include disclosure of the activity in the allowance for doubtful accounts during each period.  See guidance in ASC 310-10 50-4 and Rule 12-09 of Regulation S-X.

The consolidated amounts of the allowance for doubtful accounts as of December 31, 2010 and 2009 were $33 million and $30 million, respectively. These amounts, which represent 2.5% and 2.6% of the Company's total accounts receivable as of December 31, 2010 and 2009, respectively, were not material to the Company's consolidated financial statements and accordingly the Company has not disclosed them. In future filings, the Company will disclose the consolidated amounts of the allowance for doubtful accounts and the activity in the allowance to the extent that they are material to the Company's consolidated financial statements.

5.    In future filings, if you present  a classified  balance sheet, as requested  in the comment above, please revise to separately show al1 amounts included in the "accrued expenses and other liabilities'' line item that are over 5% of total current  liabilities. See Rule 5-02.20 of Regulation S-X.

Please see our response to Comment Letter #3 above.

Statements of Cash Flows, page 114

6.     We note that the adjustments to reconcile net income  (loss)  to net cash provided  by operating  activities  includes  a line item titled ''other, net."   In light of the significance of this amount to total net cash provided by operating activities, please revise future filings to separately disclose any significant amounts inc1uded in this line item.

The Company will separately disclose any significant amounts that comprise “Other, net” in its statements of cash flows in future filings.

Notes to the Financial Statements

•

 General

7.    We note from your disclosure on page 48 that ARI maybe subject to significant warranty claims

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153  TELEPHONE (212) 702-4300 Fax (212) 750-5841

NYSE - IEP

in the future relating to workmanship and materials. Please revise the notes to the financial statements in future filings to disclose the existence of this potential liability as well as the amount of the warranty accrual at the end of each period and any changes in the accrual during the periods, if material.

On page 48 of the 2010 Form 10-K, the Company included the following risk factor related to ARI's warranties as follows:

ARI manufacturer's warranties expose it to potentially significant claims.

ARI may be subject to significant warranty claims in the future relating to workmanship and materials. These types of warranty claims could result in costly product recalls, significant repair costs and damage to ARI's reputation, which could materially adversely affect our Railcar operations. Unresolved warranty claims could result in users of its products bringing legal actions against ARI.

While there exists a potential for significant warranty claims in the future relating to workmanship and materials, ARI has historically not had significant warranty claims.  For example, for the fiscal years ended December 31, 2010, 2009 and 2008, ARI had warranty reserves of approximately $1.1 million, $1.1 million and $2.6 million, respectively. ARI's warranty reserves were not material to the Company's consolidated financial statements and therefore the Company has omitted such disclosures in its footnotes.

Note 3. Acquisitions

Investment in Tropicana, page 131

8.    We note your disclosure that the fair value of your equity interest in Tropicana was $251 million prior to the 668,000 shares purchased on November 15, 2010 and as a result of remeasuring your equity interest to fair value, you recognized a gain of $74 million. Please explain to us how you determined the amount of the fair value of your equity interest in Tropicana prior to the November 15, 2010 purchase. Your response should include the nature and amount of all significant assumptions used in your analysis. Also, please provide us details as to how the $74 million gain was calculated and explain to us why you believe you were able to purchase the Tropicana business at an amount that resulted in a gain.

As stated in the Company's 2010 Form 10-K, Note 2, Summary of Significant Accounting Policies,  securities of the Investment Funds that are “not listed on any exchange but are traded over-the-counter are valued at the mean between the last “bid” and “ask” price for such security on such date.  Securities and other instruments for which market quotes are not readily available are valued at fair value as determined in good faith by the applicable General Partner.”

The fair value of the 12,870,446 shares of Tropicana's common stock that were held just prior to the acquisition of the controlling interest in Tropicana was $177 million, or $13.75 per share. This value was based on the price that the Investment Funds paid for the additional shares purchased on November 15, 2010.  The Investment Funds purchased 668,000 shares of Tropicana's common stock on November 15, 2010 in an arm's length, private transaction at a price of $13.75.  The counterparty was a major financial services firm.

The purchase of the additional 668,000 shares of Tropicana's common stock required the Company to consolidate Tropicana's results effective November 15, 2010.  As a result, pursuant to ASC Topic 805, Business Combinations, the Company applied purchase accounting to determine the fair value of the assets acquired and liabilities assumed. In allocating the purchase price to the fair value of the assets acquired and liabilities assumed, the Company utilized, in part, a third-party appraiser to assist it in assessing the fair values of certain components of the assets acquired and liabilities assumed. The allocation process included, among other things, an analysis of acquired fixed assets, contracts, and contingencies to identify and record the fair value of all assets acquired and liabilities assumed. These fair values are based upon consideration of various valuation methodologies, including guideline public company analysis, multiples of current earnings and projected future

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153  TELEPHONE (212) 702-4300 Fax (212) 750-5841

NYSE - IEP

cash flows discounted at rates commensurate with the risk involved. Based on such valuation, the fair value of the 26,312,500 shares of Tropicana common stock outstanding was $513 million, or $19.50 per share.  The fair value at acquisition date of the 12,870,446 previously held shares of Tropicana's common stock pursuant to ASC Topic 805 was $251 million.

The $74 million gain on investment was calculated as the difference between the $251 million valuation based on applying ASC Topic 805 and the $177 million noted above. The Company believes that the value of the underlying business of Tropicana, as determined with the assistance of a third-party appraiser, is greater than the value that Tropicana's common stock traded at in a privately negotiated transaction of 668,000 shares. The Company [reassessed whether it had correctly identified all of the assets acquired and all of the liabilities assumed of Tropicana before recognizing the gain. As part of this reassessment, the Company reviewed the procedures used to measure the amounts of the identifiable assets acquired and liabilities assumed.

9.    Please explain to us and disclose in future filings, how you determined or calculated the fair value of Tropicana non-controlling interests of $237 million at November 15, 2010.

The fair value of the non-controlling interest in Tropicana of $237 million was based on the fair value of Tropicana's equity multiplied by 48.55%, the portion of Tropicana equity owned by non-controlling interests, less a discount of 5%. As detailed in our response to Comment Letter number 8 above, the fair value of Tropicana's equity was $513 million at November 15, 2010.  We applied a 5% discount to the non-controlling interest for lack of control and lack of marketability due to the fact that this interest is held by public shareholders who do not have the ability to directly affect the cash flows of Tropicana, resulting in the $237 million fair value of the non-controlling interest. The 5% discount for lack of control was based on the average trading price of all United States closed-end funds compared to their net asset values as of November 15, 2010.

Note 8. Fair Value Measurements, page 149

10.    We note your disclosure that in addition to items that are measured at fair value on a recurring basis, there are also assets and liabilities that are measured at fair value on a nonrecurring basis which are not included in the tables above. Please revise Note 8 in future filings to include the disclosures required by ASC 820-10-505 in a tabular format. See guidance in ASC 820 10-50-8.

The Company will include fair value disclosures in the Company's fair value measurement footnote for nonrecurring items in a tabular format in future filings.

Note 10. Goodwill and Intangible Assets, Net, page 159

11.    We note your disclosure that during the fourth quarter of fiscal 2010, in conjunction with the annual impairment test for goodwill and other indefinite-lived intangible assets, the Automotive segment determined that the original stepped-up values assigned to trademarks and brand names had been overstated due to the improper inclusion of non­ branded sales in the basis for the trademarks and brand names valuation and as a result you decreased trademarks and brand names by $55 million based on a revised valuation, offset by an increase to goodwill of $35 million and a decrease to deferred tax liabilities of $20 million. Please explain to us why you believe it is appropriate to adjust goodwill for this change in intangible valuation during 2010, rather than record a charge to the income statement.

As explained further below, the adjustment of certain trademarks and brand names (collectively referred to as “Trademarks”) and goodwill is a correction of an error in stepped up values assigned to certain trademarks and brand names that, based upon qualitative and quantitative considerations, was not material to the Company's consolidated financial statements. Accordingly, this error was corrected in the Company's consolidated financial statements during the fiscal year ended December 31, 2010, the period in which the error was discovered.

As disclosed in Note 10, Goodwill and Intangible Assets, Net, it was determined that:

767 FIFTH AVENUE, NEW YORK, NEW YORK 10153  TELEPHONE (212) 702-4300 Fax (212) 750-5841

NYSE - IEP

1.

 Trademarks were overstated by $55 million, goodwill was understated by $35 million and deferred tax liabilities were overstated by $20 million as of acquisition date.

2.

 The results of the reconsidered 2008 impairment analysis were that the Trademarks impairment charge had been overstated by $13 million, the goodwill impairment charge understated by $7 million and the income tax expense understated by $5 million; for a net overstated after-tax charge of $1 million.  The results of the 2009 impairment analysis reconsideration led to no changes from the original conclusion.

In performing annual Trademarks impairment analysis as of October 1, 2010 for the Company's Automotive segment, it was discovered that the stepped-up Trademarks valuation was incorrectl

Mail Stop 3561
        May 20, 2011  Via Fax & U.S. Mail

 Mr. Dominick Ragone Chief Financial Officer 767 Fifth Avenue, Suite 4700 New York, New York 10153

Re: Icahn Enterprises L.P.
 Form 10-K for the fiscal year ended December 31, 2010
Filed March 8, 2011
  File No. 001-09516
Dear Mr. Ragone:

We have reviewed your filing and have th e following comments.  Unless otherwise
indicated, we think you should revise your document in future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at the end of th is letter.

Please respond to confirm that such comments will be complied with, or, if certain of the
comments are deemed inappropriate, advise the staff of your reason.  Your response should be
submitted in electronic form, under the label “corres p” with a copy to the staff.  Please respond
within ten (10) business days.  Form 10-K for the Year Ended December 31, 2010

 Selected Financial Data, page 66

1. Please revise future filings to include disclosure of cash distributions declared, per LP unit in the table of selected financial data.  See Item 301 of Regulation S-K.

Mr. Dominick Ragone Icahn Enterprises L.P.
May 20, 2011 Page 2

Management’s Discussion and Analysis

 - Liquidity and Capital Resources, page 93

2. We note your disclosure on page 39 that b ecause of the bankruptcies, the Predecessors
and Tropicana AC deferred renovations a nd capital improvements and Tropicana also
needs to make capital expenditures to comply with applicable laws and regulations.  Please revise future filings to disclose your  expected capital expenditures for the next
fiscal year.
 Audited Financial Statements

 Balance Sheet, page 111

3. We note you present a balance sheet which doe s not include separate  classification of
current assets and current liab ilities.  In light of your di sclosure on page 115 that you
conduct and plan to continue to conduct your activities in such a manner as not to be
deemed an investment company, and the fact  that a significant amount of your business
relates to the automotive, railcar, real es tate, home fashion and other industries, we
believe that it would be more appropriate for you to present a classified balance sheet.
Please revise future filings accordingly, or alternatively, tell us why you believe it is
appropriate to present a non-cl assified balance sheet.

4. We note you present accounts receivable as “net ” on the face of the balance sheet.  Please
tell us, and revise the notes to the financial statements in future filings to disclose the amount of the allowance for doubtful accounts at each period end for which a balance
sheet is presented.  Also, if material, please re vise future filings to include disclosure of
the activity in the allowance for doubtful acc ounts during each period.  See guidance in
ASC 310-10-50-4 and Rule 12-09 of Regulation S-X.

5. In future filings, if you present a classified  balance sheet, as reque sted in the comment
above, please revise to separately show a ll amounts included in the “accrued expenses
and other liabilities” li ne item that are over 5% of total current liabilities.  See Rule 5-
02.20 of Regulation S-X.
  Statements of Cash flows, page 114

6. We note that the adjustments to reconcile net income (loss) to net cash provided by
operating activities includes a line item titled “other, net.”  In light of the significance of this amount to total net cash provided by opera ting activities, please revise future filings
to separately disclose any significan t amounts included in this line item.
 Notes to the Financial Statements

– General

Mr. Dominick Ragone Icahn Enterprises L.P.
May 20, 2011 Page 3

7. We note from your disclosure on page 48 that ARI may be subject to significant warranty
claims in the future relating to workmanship and materials.  Please revise the notes to the financial statements in future filings to disclo se the existence of this potential liability as
well as the amount of the warra nty accrual at the end of each  period and any changes in
the accrual during the periods, if material.
 Note 3. Acquisitions

 – Investment in Tropicana, page 131

8. We note your disclosure that th e fair value of your equity interest in Tropicana was $251
million prior to the 668,000 shares purchased on November 15, 2010 and as a result of remeasuring your equity interest to fair value, you recognized a gain of $74 million.
Please explain to us how you determined the amount of the fair value of your equity interest in Tropicana prior to the November 15, 2010 purchas e.  Your response should
include the nature and amount of  all significant assumptions us ed in your analysis.  Also,
please provide us details as to how the $74 m illion gain was calculated and explain to us
why you believe you were able to purchase the Tropicana business at an amount that
resulted in a gain.

9. Please explain to us and disclose in future  filings, how you determined or calculated the
fair value of Tropicana non-controlling interests of $237 milli on at November 15, 2010.
 Note 8. Fair Value Measurements, page 149

10. We note your disclosure that in addition to items that are measured at fair value on a
recurring basis, there are also assets and liabi lities that are measur ed at fair value on a
nonrecurring basis which are not included in the tables above.  Please revise Note 8 in
future filings to include the disclosures re quired by ASC 820-10-50-5 in  a tabular format.
See guidance in ASC 820-10-50-8.
 Note 10.  Goodwill and Intangible Assets, Net, page 159

11. We note your disclosure that during the fourth  quarter of fiscal 2010, in conjunction with
the annual impairment test for goodwill and othe r indefinite-lived intangible assets, the
Automotive segment determined that the or iginal stepped-up values assigned to
trademarks and brand names had been oversta ted due to the improper inclusion of non-
branded sales in the basis for the trademarks  and brand names valuation and as a result
you decreased trademarks and brand names by $55 million based on a revised valuation, offset by an increase to goodwill of $35 million and a decrease to deferred tax liabilities
of $20 million. Please explain to  us why you believe it is appropriate to adjust goodwill
for this change in intangible valuation during 2010, rather th an record a charge to the
income statement.

Mr. Dominick Ragone Icahn Enterprises L.P.
May 20, 2011 Page 4

Note 12. Debt

– Debt Facilities – Gaming, page 168

12. We note your disclosure that Tropicana was in  compliance with all financial covenants as
of December 31, 2010.  Please revise future filings to include disclosure of all restrictive covenants related to the debt held by Tropicana.
 Note 13. Compensation Arrangements

– Automotive
– Stock Based Compensation, page 172

13. We note your disclosure that you revalued the deferred compensation agreement, which
was also amended and restated on March 23, 2010, at December 31, 2010, resulting in a
revised fair value of $7 million.  Please tell us , and disclose in future filings, the nature
and terms of the modifications made to the deferred compensation agreement in March 23, 2010 and explain to us if any incrementa l compensation expense was required to be
recognized at the time of the modification.
 Note 21. Commitments and Contingencies, page 192

14. We note from your disclosure on page 22 that as a result of the more than 80% ownership interest in you by Mr. Icahn’ s affiliates, you and your subsid iaries are subject to the
pension liabilities of all entities in which Mr . Icahn has a direct or indirect ownership
interest of at least 80% and if the plans were voluntarily terminated they would be
underfunded by approximately $103 million.  Please revise the notes to the financial statements in future filings to disclose this contingent liability.

********
 We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure in the
filing to be certain that the filing includes all information requi red under the Secu rities Exchange
Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and it s management are in possession of all facts
relating to a company’s disclosure, they are re sponsible for the accuracy and adequacy of the
disclosures they have made.     In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

Mr. Dominick Ragone Icahn Enterprises L.P. May 20, 2011 Page 5

‚ staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.    You may contact Claire Erlange r at (202)551-3301 or Jean Yu  at (202)551-3305 if you have
questions regarding comments on the financia l statements and related matters.

Sincerely,     Linda Cvrkel Branch Chief
   Via facsimile (646) 861-7585

CORRESP
1
filename1.htm

    Unassociated Document

    ICAHN
ENTERPRISES L.P.

    ICAHN
ENTERPRISES FINANCE CORP.

    ICAHN ENTERPRISES
HOLDINGS L.P.

    767 Fifth
Avenue, Suite 4700

    New York,
New York 10153

    December
28, 2010

    VIA
ELECTRONIC TRANSMISSION

    Justin
Dobbie, Esq.

    Special
Counsel

    United
States Securities and Exchange Commission

    Corporate
Finance

    100 F
Street, N.E.

    Washington,
D.C.  20549-1004

                  Re:

              Icahn
      Enterprises L.P., Icahn Enterprises Finance Corp. and Icahn Enterprises
      Holdings L.P.

                Registration Statement
      on Form S-4

                File
      No.  333-170977

Dear Mr.
Dobbie:

    Pursuant to Rule 461 of the Securities
Act of 1933, as amended, Icahn Enterprises L.P. (“Icahn
Enterprises”), Icahn Enterprises Holdings L.P.  (“Holdings”) and Icahn Enterprises
Finance Corp. (“Icahn
Enterprises Finance”) and, together with Icahn Enterprises and Holdings,
the “Company”)
hereby requests acceleration of the effective date of the above-referenced
Registration Statement on Form S-4, File No. 333-170977 (the “Registration
Statement”) so that it may become effective at 12:00 noon Eastern Time on
Wednesday, December 29, 2010, 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.

    Respectfully
submitted,

    ICAHN
ENTERPRISES L.P.

    By:  Icahn
Enterprises GP Inc.,

    its
General Partner

           By :    /s/ Dominick
Ragone

             Dominick
Ragone

             Chief
Financial Officer

    ICAHN
ENTERPRISES FINANCE CORP.

    By :    /s/ Dominick
Ragone

    Dominick Ragone

    Chief Financial Officer

      ICAHN
ENTERPRISES HOLDINGS L.P.

      By:  Icahn
Enterprises GP, Inc.,

      its
General Partner

             By :    /s/ Dominick
Ragone

               Dominick
Ragone

               Chief
Financial Officer

    cc:           Sonia
Bednarowski

CORRESP
1
filename1.htm

                    PROSKAUER
      ROSE LLP 1585 BROADWAY NEW YORK, NY
10036-8299

                    Julie
      Allen

                    Member
      of the Firm

                    Direct
      Dial 212.969.3155

                    jallen@proskauer.com

    December
27, 2010

    VIA
ELECTRONIC TRANSMISSION

    Justin
Dobbie, Esq.

    Special
Counsel

    United
States Securities and Exchange Commission

    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-4

    File No.
333-170977

    Filed on
December 3, 2010

    Dear Mr.
Dobbie:

    Reference
is made to the comments of the Staff of the Securities and Exchange Commission
(the “Commission”) with
respect to the Registration Statement on Form S-4 (File No. 333-170977) (the
“Registration Statement”) of Icahn Enterprises L.P., a Delaware limited
partnership (the “Icahn Enterprises”),
and Icahn Enterprises Finance Corp., a Delaware corporation (“Icahn Enterprises
Finance” and, together with Icahn Enterprises, the “Company”), in your
letter dated December 15, 2010 (the “Comment
Letter”).

    We are
writing to respond to the comment contained in the Comment Letter.

    For your
convenience, your comment is set forth in this letter in bold italics, followed
by our response.

    Boca Raton
| Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York |
Newark | Paris | São Paulo | Washington, D.C.

    Justin
Dobbie, Esq.

    United
States Securities and Exchange Commission

    December
27, 2010

    Page 2
of 2

    Supplemental
Letter

              1.

              We note that you are
      registering 7 ¾% senior notes due 2016 and 8% senior notes due 2018 in
      reliance on our position enunciated in Exxon Capital Holdings Corp., SEC
      No-Action Letter (April 13, 1988).  See also Morgan Stanley & Co.
      Inc., SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC
      No-Action Letter (July 2, 1993).  Accordingly, with the next
      amendment, please provide us with a supplemental letter stating that you
      are registering the exchange offer in reliance on our position contained
      in these letters and include the representations contained in the Morgan
      Stanley and Shearman & Sterling no-action
    letters.

    Contemporaneously
with the submission of this letter, the Company is filing a supplemental letter
stating that the Company is registering the exchange offer in reliance on the
Commission’s position enunciated in the abovementioned no-action letters and
including the representations contained in the Morgan Stanley and
Shearman & Sterling no-action letters.

    In connection with responding to the
Comment Letter, the Company acknowledges that (i) the Company is responsible for
the adequacy and accuracy of the disclosure in the filing; (ii) staff comments
or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and (iii) the
Company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

    We would appreciate your prompt review
of these materials and your prompt notification to us if you have further
comments or questions. Please contact me should you have any questions or
additional comments.

    Very
truly yours,

    /s/ Julie
M. Allen

    Enclosures

    cc:           Daniel
A. Ninivaggi (Icahn Enterprises L.P.)

CORRESP
1
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    Unassociated Document

    ICAHN
ENTERPRISES L.P.

    ICAHN
ENTERPRISES FINANCE CORP.

    767 Fifth
Avenue

    New York,
New York 10153

    December
27, 2010

    VIA
ELECTRONIC TRANSMISSION

    AND
OVERNIGHT COURIER

    Justin
Dobbie, Esq.

    Special
Counsel

    United
States Securities and Exchange Commission

    Corporation
Finance

    100 F
Street, N.E.

    Washington,
D.C.  20549-1004

                      Re:

                Supplemental
      Letter with respect the Registration Statement on Form S-4
      (FileNo. 333-170977) of Icahn Enterprises L.P. and Icahn Enterprises
      Finance Corp.

    Ladies
and Gentlemen:

    Icahn
Enterprises L.P., a Delaware limited partnership (“Icahn Enterprises”),
and Icahn Enterprises Finance Corp., a Delaware corporation (“Icahn Enterprises
Finance” and, together with Icahn Enterprises, the “Company”), are
registering the Company’s exchange offer (the “Exchange Offer”)
pursuant to a Registration Statement on Form S-4 (File No. 333-170977) in
reliance on the position of the staff of the United States Securities and
Exchange Commission enunciated in Exxon Capital Holdings
Corporation  (available April 13, 1988), Morgan Stanley &
Co., Incorporated (available June 5, 1991) and  Shearman &
Sterling (available July 2, 1993).  The Company represents
as follows:

    1. The
Company has not entered into any arrangement or understanding with any person to
distribute the securities to be received in the Exchange Offer (collectively,
the “New
Securities”) and, to the best of the Company’s information and belief,
each person participating in the Exchange Offer (i) has no arrangement or
understanding with any person to participate in the distribution of the New
Securities, (ii) is neither an “affiliate” of the Company within the meaning of
Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), nor
a broker-dealer acquiring the New Securities in exchange for securities acquired
directly from the Company for its own account and (iii) is acquiring the New
Securities in the ordinary course its of business.

    2. The
Company will make each person participating in the Exchange Offer aware (through
the Exchange Offer prospectus or otherwise) that if the Exchange Offer is being
registered for the purpose of secondary resales, any securityholder using the
Exchange Offer to participate in a distribution of the New Securities
(a) could not rely on the staff position enunciated in no-action letters
issued to unrelated third parties (such as Exxon Capital Holdings
Corporation  (available April 13, 1988) and similar
letters) and (b) must comply with the registration and prospectus delivery
requirements of the Securities Act of 1933, as amended (the “Securities Act”), in
connection with a secondary resale transaction.  The Company
acknowledges that such a secondary resale transaction should be covered by an
effective registration statement containing the selling securityholder
information required by Item 507 of Regulation S-K under the Securities
Act.

    3. The
Company will make each person participating in the Exchange Offer aware (through
the Exchange Offer prospectus or otherwise) that (i) any broker-dealer who holds
existing securities  acquired for its own account as a result of
market-making activities or other trading activities, and who receives New
Securities in exchange for such existing securities pursuant to the Exchange
Offer, may be a statutory underwriter and must deliver a prospectus meeting the
requirements of the Securities Act (as described in Shearman &
Sterling  (available July 2, 1993)) in connection with any
resale of such New Securities, and (ii) by executing the letter of transmittal,
any such broker-dealer represents that it will so deliver a prospectus meeting
the requirements of the Securities Act.

    4. The
Company will include in the transmittal letter or similar documentation to be
executed by an exchange offeree in order to participate in the Exchange Offer
the following additional provision: if the exchange offeree is a broker-dealer
holding existing securities acquired for its own account as a result of
market-making activities or other trading activities, an acknowledgement that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of New Securities received in respect of such
existing securities pursuant to the Exchange Offer. The transmittal letter or
similar documentation may also include a statement to the effect that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an “underwriter” within the meaning of the Securities
Act.

    5. Neither
the Company nor any affiliate of the Company has entered into
any arrangement or understanding with any broker-dealer to distribute the
New Securities.

              Very
      truly yours,

              ICAHN
      ENTERPRISES L.P.

              By:
      Icahn Enterprises G.P. Inc., its general
partner

                By:

              /s/ Dominick
      Ragone

              Name:  Dominick
      Ragone

              Title:  Chief Financial
      Officer

              ICAHN
      ENTERPRISES FINANCE CORP.

                By:

              /s/ Dominick
      Ragone

              Name:  Dominick
      Ragone

              Title:  Chief Financial
      Officer

December 15, 2010
Daniel Ninivaggi President Icahn Enterprises L.P. 767 Fifth Avenue Suite 4700 New York, NY 10153
Re: Icahn Enterprises L.P.
  Registration Statement on Form S-4
Filed December 3, 2010
  File No. 333-170977

Dear Mr. Ninivaggi:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.

Supplemental Letter

1. We note that you are registering 73/4% senior notes due 2016 and 8% senior notes due
2018 in reliance on our position enunciated in Exxon Capital Holdings Corp., SEC No-
Action Letter (April 13, 1988). See also Morgan Stanley & Co. Inc., SEC No-Action
Letter (June 5, 1991) and Shearman & Sterli ng, SEC No-Action Letter (July 2, 1993).
Accordingly, with the next amendment, plea se provide us with a supplemental letter
stating that you are registering the exchange offer in relian ce on our position contained in
these letters and include the representati ons contained in the Morgan Stanley and
Shearman & Sterling no-action letters.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Daniel Ninivaggi Icahn Enterprises L.P. December 15, 2010 Page 2

Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd 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.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Sonia Bednarowski at (202) 551-3666 or me at (202) 551-3544 with any
other questions.
Sincerely,
     Justin Dobbie
Special Counsel
cc: Via facsimile: (212) 969-2900  Julie M. Allen, Esq.  Proskauer Rose LLP

September 16, 2010
 Via U.S. Mail and Facsimile 917.591.3412

 Mr. Dominick Ragone Chief Financial Officer of I cahn Enterprises G.P. Inc.,
the General Partner of Icahn Enterprises L.P.
Icahn Enterprises L.P. 767 Fifth Avenue, Suite 4700 New York, NY 10153

Re:  Icahn Enterprises L.P.
Form 10-K for Fiscal Year Ended December 31, 2009 Filed March 3, 2010 File No. 1-9516

Dear Mr. Ragone:
 We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

Kevin Woody Accounting Branch Chief

CORRESP
1
filename1.htm

    Icahn
Enterprises L.P.

    August
25, 2010

    VIA
ELECTRONIC TRANSMISSION

    AND
OVERNIGHT COURIER

    Mr. Kevin
Woody

    Accounting
Branch Chief

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C.  20549

    Re:    Icahn
Enterprises L.P.

    Form 10-K
for Fiscal Year ended December 31, 2009

    Filed on
March 3, 2010

    File No.
1-9516

    Dear Mr.
Woody:

    Reference
is made to the comment of the Staff of the Securities and Exchange Commission
(the “Staff”) in your letter dated August 16, 2010 (the “Comment Letter”) with
respect to the Annual Report on Form 10-K (the “2009 Form 10-K”) of Icahn
Enterprises L.P., a Delaware limited partnership (the “Company”), for the fiscal
year ended December 31, 2009 (“fiscal 2009”).

    We are
writing to respond to the comment contained in the Comment
Letter.   For your convenience, the Staff’s comment has been
retyped below in boldface type, and the Company’s response is provided
immediately after such comment.

    Form 10-K for the fiscal
year ended December 31, 2009

    Item
11. Executive Compensation, page 191

    Ragone Employment Agreement,
page 202

    1. We
have reviewed your response to comment 9 from our letter dated June 23, 2010
regarding the discretionary bonus of $1,150,000 awarded to Mr. Ragone. Please
tell us if the compensation committee used any performance targets in assessing
Mr. Ragone’s bonus. If so, please discuss those targets and how they compared
with actual performance. In addition, please identify the “unique skills”
necessary to promote long-term performance that the committee considered in
awarding the discretionary bonus.

    There
were no performance targets used in assessing Mr. Ragone’s discretionary bonus.
The unique skills necessary to support the Company’s long-term performance
relate primarily to Mr. Ragone’s management skills and his ability to oversee
the development of operational business and strategic plans for each of the
Company’s subsidiaries, which have diverse business operations.

    In connection with responding to the
Comment Letter,
the Company acknowledges
that:

              •

              the Company is responsible for the
      adequacy and accuracy of the disclosure in its filings;

              •

              Staff comments or
      changes to disclosure
      in response to Staff
      comments do not foreclose the SEC from taking any action with
      respect to its filings;
  and

              •

              the Company may not assert
      Staff comments as a defense in any
      proceeding initiated by the SEC or any person under the federal
      securities laws of the United States.

      767 Fifth
Avenue, New York, New York 10153  Telephone
(212) 702-4300 Fax (212) 750-5841

      NYSE -
IEP

    Please
contact me should you have any questions or additional comments.

    Very
truly yours,

      /s/
Dominick Ragone

    Dominick
Ragone

    Chief
Financial Officer

    Icahn
Enterprises G.P. Inc., the General Partner of

    Icahn
Enterprises L.P.

    cc:   Daniel
A. Ninivaggi (Icahn Enterprises L.P.)

      767 Fifth
Avenue, New York, New York 10153  Telephone
(212) 702-4300 Fax (212) 750-5841

      NYSE -
IEP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

August 16, 2010

Via U.S. Mail and Facsimile 917.591.3412

 Dominick Ragone Chief Financial Officer of Icahn Enterprises G.P. Inc., the General Partner of Icahn Enterprises
L.P.
Icahn Enterprises L.P. 767 Fifth Avenue, Suite 4700 New York, NY  10153
Re: Icahn Enterprises L.P.
Form 10-K for Fiscal Year  Ended December 31, 2009
  Filed March 3, 2010   File No. 1-9516
Dear Mr. Ragone:

We have reviewed your response letter dated July 9, 2010 and have the following
additional comment.  In our comment, we may ask you to provide us with information so we
may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comment applies to your facts a nd circumstances, please tell us why in your
response.
 After reviewing the information you provide in  response to this comment, we may have
additional comments.   Form 10-K for the fiscal year ended December 31, 2009

Item 11. Executive Compensation, page 191
 Ragone Employment Agreement, page 202

1. We have reviewed your response to comm ent 9 from our letter dated June 23, 2010
regarding the discretionary bonus of $1,150,000 awar ded to Mr. Ragone.  Please tell us if
the compensation committee used any perfor mance targets in assessing Mr. Ragone’s
bonus.  If so, please discuss those target s and how they compared with actual

Dominick Ragone
Icahn Enterprises, L.P. August 16, 2010 Page 2
performance.  In addition, please identify the “unique skil ls” necessary to promote long-
term performance that the committee consider ed in awarding the discretionary bonus.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comment, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Kristina Aberg, Attorney-A dvisor, at 202.551.3404 or Karen Garnett,
Assistant Director, at 202.551.3785 with any questions.
         S i n c e r e l y ,

Kevin Woody Accounting Branch Chief

CORRESP
1
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    Icahn
Enterprises L.P.

    July 8,
2010

    VIA
ELECTRONIC TRANSMISSION

    AND
OVERNIGHT COURIER

    Mr. Kevin
Woody

    Accounting
Branch Chief

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C.  20549

    Re:    Icahn
Enterprises L.P.

    Form 10-K
for Fiscal Year ended December 31, 2009

    Filed on
March 3, 2010

    File No.
1-9516

    -and-

    Form 10-Q
for the Quarterly Period ended March 31, 2010

    Filed on
May 6, 2010

    Dear Mr.
Woody:

    Reference
is made to the comments of the Staff of the Securities and Exchange Commission
(the “Staff”) in your letter dated June 23, 2010 (the “Comment Letter”) with
respect to the Annual Report on Form 10-K (the “2009 Form 10-K”) of Icahn
Enterprises L.P., a Delaware limited partnership (the “Company”), for the fiscal
year ended December 31, 2009 (“fiscal 2009”).

    We are
writing to respond to the comments contained in the Comment
Letter.   For your convenience, the Staff’s comments have been
retyped below in boldface type, and the Company’s responses are provided
immediately after each comment.

    Form 10-K for the fiscal
year ended December 31, 2009

    Item 7. Management's
Discussion and Analysis of Financial Condition and Results of
Operations

    Liquidity and Capital
Resources, page 83

    Contractual Commitments,
page 85

    1.
Please tell us why the funding requirements beyond 2014 for your Pension and
other postretirement benefit plans are not available. It appears that as of
December 31, 2009, you were able to determine the projected benefit payments
applicable for your majority investment in Federal-Mogul Corporation, which
includes obligations for the five years following 2014 totaling $735 million as
of December 31, 2009.

    In Note
14 to the Company’s consolidated financial statements contained in the 2009 Form
10-K, the Company disclosed that the projected benefit payments from the plans
for its majority investment in Federal-Mogul Corporation (“Federal-Mogul”) for
the five years subsequent to the fiscal year ending December 31, 2014 were $735
million as of December 31, 2009, comprised of the following amounts: $406
million for U.S. pension benefits, $127 million for non-U.S. pension benefits
and $202 million for other benefits.

          767 Fifth
Avenue, New York, New York 10153  Telephone
(212) 702-4300 Fax (212) 750-5841

          NYSE -
IEP

    The
amounts shown in the contractual commitment table for the line item entitled,
“Pension and other postemployment benefit plans” in the 2009 Form 10-K relate to
the projected contributions that Federal-Mogul will be required to make into its
funded pension plans as well as direct benefit payments that Federal-Mogul will
make for other unfunded benefits.

    The item
entitled, “Pension and other postemployment benefit plans” in the contractual
commitment table should have included a total of $447 million, comprised of the
following amounts: $202 million for other benefits and $127 million for direct
benefit payments for the fiscal years ending December 31, 2015 through 2019 and
$118 million for contributions into funded pension plans for the fiscal years
ending December 31, 2015 through 2016. Federal-Mogul’s external actuaries have
estimated that the pension plans are projected to be fully funded after the
combined total contributions of $118 million for the fiscal years ending
December 31, 2015 through 2016 have been made.

    The
Company will include this more comprehensive disclosure in the contractual
commitment table in its future Annual Reports on Form 10-K filed with the
Securities and Exchange Commission (the “SEC”).

    2.
We note that the maturity for Securities sold, not yet purchased are not subject
to contracts and therefore you have concluded that such amounts cannot be
properly estimated for inclusion within the contractual obligations table. With
regard to such repurchase agreements, please tell us your accounting policy for
such obligations (i.e., whether you account for any of those agreements as sales
or collateralized borrowings for accounting purposes in your financial
statements) and the amounts involved. Within your response, please quantify the
amount of contracts that have been accounted for as either collateralized
borrowings or sales and tell us how the lack of contractual maturity effects
your application of your accounting policy.

    As of
December 31, 2009, the Company had $2 billion related to securities sold,
not yet purchased.   As stated on page 85 of the Company’s 2009
Form 10-K under "Contractual Commitments," these amounts were not included
in the contractual commitment table because their maturities were not subject to
a contract and cannot be properly estimated.   To clarify, there
is no maturity date for securities sold, not yet purchased.  The
Company’s accounting policy with respect to securities sold, not yet purchased
as noted on Page 112 of the Company’s 2009 Form 10-K is as follows:

    Securities Sold, Not Yet
Purchased.  The Private Funds may sell an investment they do
not own in anticipation of a decline in the fair value of that investment. When
the Private Funds sell an investment short, they must borrow the investment sold
short and deliver it to the broker-dealer through which they made the short
sale. A gain, limited to the price at which the Private Funds sold the
investment short, or a loss, unlimited in amount, will be recognized upon the
cover of the short sale.

    Historically
and at the current time, the Company has not entered into any form of
repurchase agreements with respect to any of its financial
instruments.  In the future, should the Company have any repurchase
agreements, it will include those amounts in the contractual commitments table,
including a description of an accounting policy in the footnotes to the
Company’s financial statements with respect to such repurchase
agreements.

    Item 7A. Quantitative and
Qualitative Disclosures About Market Risk

    Automotive, page
99

    Foreign Currency Risk, page
99

    3.
Considering that fluctuations may vary significantly by currency, in future
filings please provide disclosure indicating the currencies for which your
Automotive segment is primarily exposed, as well as a sensitivity analysis for
each currency that may have an individually significant impact on future
earnings.

          767 Fifth
Avenue, New York, New York 10153  Telephone
(212) 702-4300 Fax (212) 750-5841

          NYSE -
IEP

    The
Company acknowledges the Staff’s comment and will, in future filings, add
additional disclosure regarding our Automotive segment’s exposure to foreign
currencies in accordance with Item 305 of Regulation S-K.  Such disclosure
will include currencies to which the Company’s Automotive segment is primarily
exposed, as well as a sensitivity analysis for each currency that may have an
individually significant impact on the Company’s Automotive segment’s
earnings.

    Item 8. Financial Statements
and Supplementary Data

    Consolidated Statements of
Cash Flows, page 107

    4.
Please tell us how your presentation of Cash flows from operating activities,
which begins with Income (loss) from continuing operations and not Net income
(loss), complies with FASB Accounting Standards Codification (ASC)
230-10-45-28.

    The
Company historically has disclosed net cash flows from discontinued operations
separate from net cash flows from continuing operations.  We note the
Staff’s comment and, in applicable future filings with the SEC, the Company will
present cash flows from operating activities to directly reconcile net income to
net cash flows from operating activities by adjusting net income for income from
discontinued operations.

    Item 11.
Executive
Compensation, page 191

    5.
We note that you have not included any disclosure in response to Item 402(s) of
Regulation S-K. Please tell us of the basis for your conclusion that disclosure
is not necessary, and describe the process you undertook to reach that
conclusion.

    In its
preparation of  Part III, Item 11 (Executive Compensation), of its
2009 Form 10-K, the Company reviewed the requirements of Regulation S-K Item
402(s), narrative disclosure of compensation policies and practices as they
might relate to the Company’s risk management.   The Company
concluded that the risks arising from its compensation policies and practices
for its employees are not reasonably likely to have a material adverse effect on
the Company.

    In its
analysis of potential disclosure requirements under Regulation S-K Item 402(s),
the Company reviewed the examples provided therein that may trigger disclosure,
including, among others, compensation policies and practices:  at a
business unit of the company that carries a significant portion of the
registrant's risk profile; at a business unit with compensation structured
significantly differently than other units within the registrant; at a business
unit that is significantly more profitable than others within the registrant; at
a business unit where compensation expense is a significant percentage of the
unit's revenues; and that vary significantly from the overall risk and reward
structure of the registrant, such as when bonuses are awarded upon
accomplishment of a task, while the income and risk to the registrant from the
task extend over a significantly longer period of time.

    The
Company undertook a comprehensive review of its material compensation policies
and practices and those of each of its subsidiaries. The review addressed each
element of material short-term and long-term compensation arrangements of the
Company and its subsidiaries.  The Company further reviewed its
compensation policies and practices for any other possible scenarios including
the specific examples provided in Regulation S-K Item 402(s) that might
reasonably be likely to have a material adverse effect on the Company, and thus
trigger disclosure in response to Regulation S-K Item 402(s), and concluded that
none existed for the Company and/or its subsidiaries, individually.

    Compensation Discussion and
Analysis, page 191

    6.
We note that you have identified Messrs. Icahn, Meister, Ragone and Shea as your
named executive officers for 2009. Please tell as what consideration you gave in
deciding not to include Mr. Vincent J. Intrieri and members of your
subsidiaries' senior management as named executive officers. Please refer to
Item 402(a)(3) and the instructions thereto.

            767 Fifth
Avenue, New York, New York 10153  Telephone
(212) 702-4300 Fax (212) 750-5841

            NYSE -
IEP

    Mr.
Vincent J. Intrieri serves as a member of the Board of Directors of Icahn
Enterprises G.P. Inc., the Company’s general partner (“Icahn Enterprises
GP”).  Mr. Intrieri does not hold an executive position with the
Company nor is he an “executive officer” of the Company as such term is defined
in Rule 3b-7 under the Securities Exchange Act of 1934, as
amended.   In addition, Mr. Intrieri serves as Senior Managing
Director of Icahn Capital L.P., an indirect wholly owned subsidiary of the
Company, which constitutes its Investment Management segment (“Icahn
Capital”).  In such capacity, Mr. Intrieri’s responsibilities and
duties are limited to Icahn Capital.

    The
instructions to Regulation S-K Item 402(a)(3), specifically “Inclusion of
Executive Officer of Subsidiary,” state that it may be appropriate for a
registrant to include as named executive officers one or more executive officers
or other employees of subsidiaries and references Rule 3b-7.  In
particular, Rule 3b-7 states that executive officers of subsidiaries may be
deemed executive officers of the registrant if they perform policy-making
functions for the registrant.  Neither Mr. Intrieri, in his capacity
as Senior Managing Director of Icahn Capital, nor other subsidiaries’ senior
management, perform such policy-making functions for the Company and, thus, are
not deemed executive officers of the Company.  Compensation received
by Mr. Intrieri in his capacity as Senior Managing Director of Icahn Capital was
reported in the Directors Compensation table on page 206 of the 2009 Form 10-K,
as detailed in Footnote 1 thereof.

    Summary Compensation Table,
page 195

    7.
Please tell us how you calculated the $1,229,743 salary amount paid to Mr.
Meister in 2009. Footnote (4) to the table indicates that his salary for 2009
consisted of an annual salary of $300,000 plus a Net Target Special Profits
Interest Amount of $887,435, which would be a total of $1,187,435. Also, please
explain why you included the Net Target Special Profits Interest Amount in Mr.
Meister's base salary column.

    Pursuant
to various employment agreements then in effect, Mr. Meister’s annual salary for
fiscal 2009 was calculated as follows:  (i) an amount of $164,615,
representing an annual base salary of $400,000, pro rated for the period January
1, 2009 through May 31, 2009 and an amount of $177,693, representing an annual
base salary of $300,000, pro rated for the period June 1, 2009 through December
31, 2009, for an aggregate amount of $342,308 for fiscal 2009; and (ii) a Net
Target Special Profits Interest Amount of $887,435, for an aggregate total
salary of $1,229,743.  The Company will include such detailed disclosure in
its future Annual Reports on Form 10-K filed with the SEC.

    As
described in the 2009 Form 10-K, Part III, Item 11 (Executive Compensation),
under the section entitled "Employment Agreements-Meister Employment Agreement,"
commencing on page 198,  Mr. Meister was entitled to receive a portion
of the Net Target Special Profits Interest Amount as an employee of Icahn
Capital (reportable as salary on a Form W-2) and, prior to June 1, 2009, a
portion of the Net Special Profits Interest Allocation as a partner of Icahn
Onshore LP and Icahn Offshore LP (collectively referred to as the “General
Partners”) (not reportable as salary on a Form W-2).  Accordingly, the
amount of Net Target Special Profits Interest Amount for Mr. Meister of $887,435
included in ”Salary” in the Summary Compensation Table reflects the amount Mr.
Meister received as cash compensation as an employee of Icahn Capital, and the
amount of Net Target Special Profits Interest Allocation of $2,306,777 included
in “All Other Compensation” in the Summary Compensation Table reflects the
amount received by Mr. Meister as a partner of the General Partners, which is
discussed in more detail below.

    8.
We refer to footnote (4) to the Summary Compensation Table and note that Mr.
Meister received other compensation of $2,306,777 as a percentage of Net Special
Profits Interest Allocation. Please tell us the amount of the Net Special
Profits Interest Allocation for 2009 and how you calculated this amount. Confirm
for us that you will include similar disclosure in future filings. In addition,
as discussed on page 201, it appears that Mr. Meister received a one-time
payment of $3,427,662 in 2009. Please tell us where in the Summary Compensation
Table this has been disclosed, or why it has been omitted.

    As
described in the 2009 Form 10-K, Part III, Item 11 (Executive Compensation),
under the section entitled "Employment Agreements-Meister Employment Agreement,"
Mr. Meister was entitled to receive a portion of the Net Target Special Profits
Interest Amount as an employee of Icahn Capital, as discussed in our response to
Comment 7 above.  He was also entitled to receive, prior to June 1, 2009
(as discussed further below), a portion of the Target Special Profits Interest
Amount (subject to certain adjustments and expenses and, as adjusted, referred
to as the Net Special Profits Interest Allocation) as a partner in the General
Partners.

            767 Fifth
Avenue, New York, New York 10153  Telephone
(212) 702-4300 Fax (212) 750-5841

            NYSE -
IEP

    The
following ta

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3010

May 7, 2010
 Keith A. Meister, Principal Executive Officer Ichan Enterprises L.P. 767 Fifth Avenue, Ste. 4700 New York, NY 10153
Re: Icahn Enterprises L.P.
Registration Statement on Form S-4 File No. 333-166139
Filed on April 16, 2010

Dear Mr. Meister:

We have conducted a limited review of  your filing and have the following
comments.    Where indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. We note that you are registering the ex change notes consis ting of $850 million
aggregate principal amount of 7 3/4%  Senior Notes due 2016 and $1.15 billion
aggregate principal amount of 8% Se nior Notes due 2018 in reliance on our
position enunciated in Exxon Capital Ho ldings Corp., SEC No-Action Letter
(April 13, 1988).  See also Morgan Stanley & Co. Inc., SEC No-Action Letter
(June 5, 1991) and Shearman & Sterling, SE C No-Action Letter (July 2, 1993).
Accordingly, with the next amendment, please provide us with a supplemental
letter stating that you are registering the exchange offer in reliance on our position
contained in these letters and include the representations contained in the Morgan
Stanley and Shearman & St erling no-action letters.

Keith A. Meister
Icahn Enterprises L.P.
May 7, 2010
Page 2

2. We note that you have included statemen ts on page ii and 5 concerning broker-
dealers that will receive exchange notes.   Please revise your prospectus cover
page to also clarify that broker-dealers w ho receive new securities pursuant to this
exchange offer will acknowledge that they will deliver a prospectus in connection with any resale of such new securities; and broker dealers who acquired the existing notes as a result of market maki ng or other trading activities may use the
prospectus for the exchange offer, as supplemented or amended, in connection with resales of the new securities.

3. We note that you have not included the Le tter of Transmittal.  Please file that
letter with your next amendment or provide us a draft copy of the letter.

* * * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

 Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
‚ should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

‚ the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

‚ the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

Keith A. Meister
Icahn Enterprises L.P. May 7, 2010
Page 3

  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 Please contact Duc Dang at 202-551-3386 or  me at 202-551-3233 with any other
questions.

Sincerely,

Thomas Kluck Branch Chief

cc: Julie M. Allen, Esq.  via facsimile (212) 969-2900

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

June 23, 2010

Via U.S. Mail and Facsimile 917.591.3412

 Dominick Ragone Chief Financial Officer of Icahn Enterprises G.P. Inc., the General Partner of Icahn Enterprises
L.P.
Icahn Enterprises L.P. 767 Fifth Avenue, Suite 4700 New York, NY  10153
Re: Icahn Enterprises L.P.
Form 10-K for Fiscal Year  Ended December 31, 2009
  Filed March 3, 2010   File No. 1-9516
Dear Mr. Ragone:

We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your facts and circumstances, please tell
us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
 Form 10-K for the fiscal year ended December 31, 2009

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Liquidity and Capital Resources, page 83

 Contractual Commitments, page 85

1. Please tell us why the funding requirem ents beyond 2014 for your Pension and other
postretirement benefit plans are not available.   It appears that as  of December 31, 2009,

Dominick Ragone
Icahn Enterprises, L.P. June 23, 2010 Page 2
you were able to determine the projected bene fit payments applicable for your majority
investment in Federal-Mogul Corporation, wh ich includes obligations for the five years
following 2014 totaling $735 million as of December 31, 2009.
2. We note that the maturity for Securities so ld, not yet purchased are not subject to
contracts and therefore you have concl uded that such amounts cannot be properly
estimated for inclusion within the contractual obligations table.  With regard to such
repurchase agreements, please tell us your acc ounting policy for such obligations (i.e.,
whether you account for any of those agreements  as sales or collate ralized borrowings for
accounting purposes in your financial statem ents) and the amounts involved.  Within
your response, please quantify th e amount of contracts that ha ve been accounted for as
either collateralized borrowings  or sales and tell us how the lack of contractual maturity
effects your application of your accounting policy.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 Automotive, page 99

 Foreign Currency Risk, page 99

3. Considering that fluctuations may vary signi ficantly by currency, in fu ture filings please
provide disclosure indicating the currenci es for which your Automotive segment is
primarily exposed, as well as a sensitivity an alysis for each currenc y that may have an
individually significant imp act on future earnings.

Item 8. Financial Statements and Supplementary Data
 Consolidated Statements of Cash Flows, page 107

4. Please tell us how your presentation of Cash flows from operating activities, which
begins with Income (loss) from conti nuing operations and not Net income (loss),
complies with FASB Accounting Sta ndards Codification (ASC) 230-10-45-28.

Item 11. Executive Compensation, page 191
5. We note that you have not included any disc losure in response to Item 402(s) of
Regulation S-K.  Please tell us  of the basis for your conclu sion that disclosure is not
necessary, and describe the process y ou undertook to reach that conclusion.
Compensation Discussion and Analysis, page 191
6. We note that you have identified Messrs. Ic ahn, Meister, Ragone and Shea as your named
executive officers for 2009.  Please tell us what  consideration you gave in deciding not to
include Mr. Vincent J. Intrieri  and members of your subsidia ries’ senior management as
named executive officers.  Please refer to It em 402(a)(3) and the instructions thereto.

Dominick Ragone
Icahn Enterprises, L.P. June 23, 2010 Page 3

Summary Compensation Table, page 194

7. Please tell us how you calculated the $1,229,743 sa lary amount paid to Mr. Meister in
2009.  Footnote (4) to the table indicates that his salary fo r 2009 consisted of an annual
salary of $300,000 plus a Net Target Special  Profits Interest Amount of $887,435, which
would be a total of $1,187,435.  Also, please explain why you included the Net Target
Special Profits Interest Amount in Mr . Meister’s base sa lary column.
8. We refer to footnote (4) to the Summary Co mpensation Table and note that Mr. Meister
received other compensation of $2,306,777 as a per centage of Net Specia l Profits Interest
Allocation. Please tell us the amount of the Net Special Profits Interest Allocation for
2009 and how you calculated this amount. Confirm for us that you will include similar disclosure in future filings.  In addition, as discussed on page 201, it appears that Mr.
Meister received a one-time payment of $3,427,6 62 in 2009.  Please tell us where in the
Summary Compensation Table this has been disclosed, or why it has been omitted.
Ragone Employment Agreement, page 202

9. We note that for fiscal 2009, Mr. Ragone  received a discretionary bonus of $1,150,000
and an additional special bonus of $195,925 pursu ant to the terms of his employment
agreement.  Please tell us the factors consid ered by the board in determining the amount
of discretionary bonus, and tell us how the sp ecial bonus amount was calculated.  For the
special bonus, we note that sp ecified deductions are taken fr om a baseline bonus amount.
Please clarify how the baseline amount was established, and discuss the deductions and
any other factors that were considered in determining the bonus am ount.  Confirm for us
that you will include similar disc losure in your future filings.

Item 12. Security Ownership of Certain Be neficial Owners and Management…, page 208
10. We refer to the beneficial ownership table.  Footnote 1 to the table and disclosure on page
1 of the 10-K states that Mr. Icahn, through affiliates, is the owner of 68,644,590
depositary units. The table, however, notes th at Mr. Icahn is the beneficial owner of
74,792,659 depositary units.  Please advise. If the table reflects holdings of Icahn
Enterprises G.P. Inc., please provide with your response a table that reflects the beneficial
ownership of Icahn Enterprises L.P.
11. We refer to the beneficial ow nership table and note that si x persons are included in “all
directors and executive officer s as a group.”  It would a ppear from your disclosure,
however, that this group should comprise se ven individuals, your six board members plus
Mr. Ragone, your chief financial officer.  Please confirm for us the correct number.

Dominick Ragone
Icahn Enterprises, L.P. June 23, 2010 Page 4  Item 14. Principal Accountant Fees and Services, page 211

12. Please confirm that you will revise future fili ngs to separately disclose audit fees and
audit-related fees billed in each of the last tw o fiscal years.  It appears that your current
disclosure combines these amounts.  Re fer to Item 9(e) of Schedule 14A.

Form 10-Q for period ended March 31, 2010
 Item 1. Financial Statements

 Notes to Consolidated Financial Statements

 1. Description of Business and Basis of Presentation

 Change in Reporting Entity, page 6

13. It does not appear that Mr. Icahn and his affiliates owned 100% of the interests in
American Railcar Industries, Inc. (“ARI”) and Viskase Companies, Inc. (“Viskase”)
immediately preceding the contribution of such companies’ controlling interests to you.
If Mr. Icahn and his affiliat es did not own 100% of the out standing interests in ARI and
Viskase prior to the company’s acquisition, pl ease tell us how you have accounted for
such non-controlling interests.  Please cite accounting literature relied upon.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Dominick Ragone
Icahn Enterprises, L.P. June 23, 2010 Page 5
You may contact Mark Raki p, Staff Accountant, at 202.551.3 573 or the undersigned at
202.551.3629 if you have questions regarding the co mments on the financial statements and
related matters.  Please c ontact Kristina Aberg, Attorney -Advisor, at 202.551.3404 or Karen
Garnett, Assistant Director, at  202.551.3785 with any other questions.
         S i n c e r e l y ,
Kevin Woody Accounting Branch Chief

CORRESP
1
filename1.htm

    ICAHN
ENTERPRISES L.P.

    ICAHN
ENTERPRISES FINANCE CORP.

    767 Fifth
Avenue

    New York,
New York 10153

    June 21,
2010

    VIA
ELECTRONIC TRANSMISSION

    AND
OVERNIGHT COURIER

    Thomas
Kluck, Esq.

    Branch
Chief

    United
States Securities and Exchange Commission

    Corporation
Finance

    100 F
Street, N.E.

    Washington,
D.C.  20549-1004

                      Re:

                Supplemental
      Letter with respect the Registration Statement on Form S-4
      (FileNo. 333-166139) of Icahn Enterprises L.P. and Icahn Enterprises
      Finance Corp.

    Ladies
and Gentlemen:

    Icahn
Enterprises L.P., a Delaware limited partnership (“Icahn Enterprises”),
and Icahn Enterprises Finance Corp., a Delaware corporation (“Icahn Enterprises
Finance” and, together with Icahn Enterprises, the “Company”), are
registering the Company’s exchange offer (the “Exchange Offer”)
pursuant to a Registration Statement on Form S-4 (File No. 333-166139) in
reliance on the position of the staff of the United States Securities and
Exchange Commission enunciated in Exxon Capital Holdings
Corporation  (available April 13, 1988), Morgan Stanley &
Co., Incorporated (available June 5, 1991) and  Shearman &
Sterling (available July 2, 1993).  The Company represents
as follows:

    1. The
Company has not entered into any arrangement or understanding with any person to
distribute the securities to be received in the Exchange Offer (collectively,
the “New
Securities”) and, to the best of the Company’s information and belief,
each person participating in the Exchange Offer (i) has no arrangement or
understanding with any person to participate in the distribution of the New
Securities, (ii) is neither an “affiliate” or the Company within the meaning of
Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), nor
a broker-dealer acquiring the New Securities in exchange for securities acquired
directly from the Company for its own account, and (iii) is acquiring the New
Securities in the ordinary course its of business.

    2. The
Company will make each person participating in the Exchange Offer aware (through
the Exchange Offer prospectus or otherwise) that if the Exchange Offer is being
registered for the purpose of secondary resales, any securityholder using the
Exchange Offer to participate in a distribution of the New Securities
(a) could not rely on the staff position enunciated in no-action letters
issued to unrelated third parties (such as Exxon Capital Holdings
Corporation  (available April 13, 1988) and similar
letters) and (b) must comply with the registration and prospectus delivery
requirements of the Securities Act of 1933, as amended (the “Securities Act”), in
connection with a secondary resale transaction.  The Company
acknowledges that such a secondary resale transaction should be covered by an
effective registration statement containing the selling securityholder
information required by Item 507 of Regulation S-K under the Securities
Act.

    3. The
Company will make each person participating in the Exchange Offer aware (through
the Exchange Offer prospectus or otherwise) that (i) any broker-dealer who holds
existing securities  acquired for its own account as a result of
market-making activities or other trading activities, and who receives New
Securities in exchange for such existing securities pursuant to the Exchange
Offer, may be a statutory underwriter and must deliver a prospectus meeting the
requirements of the Securities Act (as described in Shearman &
Sterling  (available July 2, 1993)) in connection with any
resale of such New Securities, and (ii) by executing the letter of transmittal,
any such broker-dealer represents that it will so deliver a prospectus meeting
the requirements of the Securities Act.

    4. The
Company will include in the transmittal letter or similar documentation to be
executed by an exchange offeree in order to participate in the Exchange Offer
the following additional provision: if the exchange offeree is a broker-dealer
holding existing securities acquired for its own account as a result of
market-making activities or other trading activities, an acknowledgement that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of New Securities received in respect of such
existing securities pursuant to the Exchange Offer. The transmittal letter or
similar documentation may also include a statement to the effect that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an “underwriter” within the meaning of the Securities
Act.

    5. Neither
the Company nor any affiliate of the Company has entered into
any arrangement or understanding with any broker-dealer to distribute the
New Securities.

              Very
      truly yours,

              ICAHN
      ENTERPRISES L.P.

              By:
      Icahn Enterprises G.P. Inc., its general
  partner

                By:

              /s/ Dominick
      Ragone

              Name:  Dominick
      Ragone

              Title:  Chief Financial
      Officer

              ICAHN
      ENTERPRISES FINANCE CORP.

                By:

              /s/ Dominick
      Ragone

              Name:  Dominick
      Ragone

              Title:  Chief Financial
      Officer

CORRESP
1
filename1.htm

    Unassociated Document

    ICAHN
ENTERPRISES L.P.

    ICAHN
ENTERPRISES FINANCE CORP.

    ICAHN ENTERPRISES
HOLDINGS L.P.

    767 Fifth
Avenue, Suite 4700

    New York,
New York 10153

    June 17,
2010

    VIA
ELECTRONIC TRANSMISSION

    Thomas
Kluck, Esq.

    Branch
Chief

    United
States Securities and Exchange Commission

    Corporate
Finance

    100 F
Street, N.E.

    Washington,
D.C.  20549-1004

                  Re:

              Icahn
      Enterprises L.P., Icahn Enterprises Finance Corp. and Icahn Enterprises
      Holdings L.P.

                Registration Statement
      on Form S-4

                File
      No.  333-166139

Dear Mr.
Kluck:

    Pursuant to Rule 461 of the Securities
Act of 1933, as amended, Icahn Enterprises L.P. (“Icahn
Enterprises”), Icahn Enterprises Holdings L.P.  (“Holdings”) and Icahn Enterprises
Finance Corp. (“Icahn
Enterprises Finance”) and, together with Icahn Enterprises and Holdings,
the “Company”)
hereby requests acceleration of the effective date of the above-referenced
Registration Statement on Form S-4, File No. 333-166139 (the “Registration
Statement”) so that it may become effective at 12:00 noon Eastern Time on
Monday, June 21, 2010, 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.

    Respectfully
submitted,

    ICAHN
ENTERPRISES L.P.

    By:  Icahn
Enterprises GP Inc.,

    its
General Partner

           By :    /s/ Dominick
Ragone

             Dominick
Ragone

             Chief
Financial Officer

    ICAHN
ENTERPRISES FINANCE CORP.

    By :    /s/ Dominick
Ragone

    Dominick Ragone

    Chief Financial Officer

      ICAHN
ENTERPRISES HOLDINGS L.P.

      By:  Icahn
Enterprises GP, Inc.,

      its
General Partner

             By :    /s/ Dominick
Ragone

               Dominick
Ragone

               Chief
Financial Officer

    cc:           Duc
Dang (Staff)

CORRESP
1
filename1.htm

    ICAHN
ENTERPRISES L.P.

    767 Fifth
Avenue, Suite 4700

    New York,
New York 10153

    May 12,
2010

    VIA
ELECTRONIC TRANSMISSION

    Thomas
Kluck, Esq.

    Branch
Chief

    United
States Securities and Exchange Commission

    Corporate
Finance

    100 F
Street, N.E.

    Washington,
D.C.  20549-1004

              Re:

              Icahn
      Enterprises L.P.

              Registration Statement
      on Form S-3

    File No.
333-158705

    Dear Mr.
Kluck:

    Pursuant to Rule 461 of the Securities
Act of 1933, as amended, Icahn Enterprises L.P. (the “Company”) hereby requests
acceleration of the effective date of the above-referenced Registration
Statement on Form S-3, File No. 333-158705 (the “Registration Statement”) so
that it may become effective at 12:00 noon Eastern Time on Monday, May 17, 2010,
or as soon thereafter as practicable.

    This is to acknowledge
that:

    (a)           The
Company understands that should 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
Company understands that 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)           The
Company understands that 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.

    Respectfully
submitted,

    Icahn
Enterprises L.P.

    By:  Icahn
Enterprises G.P. Inc.,

    its
General Partner

                  By:

                  /s/
      Dominick Ragone

                  Dominick
      Ragone

                  Chief
      Financial Officer

    cc:           Duc
Dang (Staff)

        2

CORRESP
1
filename1.htm

                    1585
      Broadway

                    New
      York, NY  10036-8299

                    Telephone
      212.969.3000

                    Fax
      212.969.2900

              BOCA
      RATON

              BOSTON

              LONDON

              LOS
      ANGELES

              NEW
      ORLEANS

              NEWARK

              PARIS

              SÃO
      PAULO

              WASHINGTON

              Julie
      Allen

              Member
      of the Firm

              Direct
      Dial 212.969.3155

              jallen@proskauer.com

    April 13,
2010

    VIA
ELECTRONIC TRANSMISSION

    AND
OVERNIGHT COURIER

    Thomas
Kluck, Esq.

    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-3

    File No.
333-158705

    Filed on
April 22, 2009

    Dear Mr.
Kluck:

    Reference
is made to the comments of the Staff of the Securities and Exchange Commission
(the “Commission”) with respect to the Registration Statement on Form S-3 (File
No. 333-158705) (the “S-3 Registration Statement”) of Icahn Enterprises L.P., a
Delaware limited partnership (the “Company”), in your letter dated May 13, 2009
(the “Comment Letter”).

    We are
writing to respond to the comments contained in the Comment Letter and to
indicate the changes that are being made in Amendment No. 1 to the S-3
Registration Statement (the “Amendment”) that will be filed with the Commission
on today’s date.

    For your
convenience, your comments are set forth in this letter, followed by our
responses.

                Thomas
      Kluck, Esq.

                April
      13, 2010

                United
      States Securities and

                Page
      2 of 5

                Exchange
      Commission

    Registration
Statement on Form S-3

    General

              1.

              We
      are reviewing your Form 10-K for the fiscal year ended December 31, 2008,
      and have issued comments in connection with that review.  In
      conjunction with that review, we will be reviewing your Form S-3, which
      incorporates your Form 10-K by reference.  Please confirm that
      you will amend the Form S-3 as appropriate to reflect your responses to
      any comments we may issue on the Form 10-K.  In addition, please
      note that we will not be in a position to declare your registration
      statement effective until we have resolved all comments on the Form
      10-K.

    We
received the Commission’s letter dated April 28, 2009 (the “SEC Initial 2008
10-K Comment Letter”) with respect to certain comments of the Commission
relating to the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2008 (“2008 Form 10-K).  On May 13, 2009, the Company
responded to the SEC Initial 10-K Comment Letter.  Subsequently, the
following correspondence resulted between the SEC and the
Company:  (i) SEC letter dated June 23, 2009, Company letter dated
July 13, 2009, SEC letter dated September 2, 2009 and Company letter dated
September 17, 2009.  On August 4, 2009, the Company filed Amendment
No. 1 to the 2008 Form 10-K on Form 10-K/A at the request of the
SEC.  On September 21, 2009, the Commission notified us that it had
completed its review of Form 10-K and had no further comments.

    The SEC
and Company correspondence addressed issues related to the (i) Selected
Financial Data, (ii) Management’s Discussion and Analysis of Financial Condition
and Results of Operations and (iii) financial statements and supplementary data
provided in the 10-K.  The S-3 Registration Statement, as amended,
incorporates all of these items by reference to its filings with the SEC,
including itsAnnual Report on Form 10-K.

              2.

              We
      note that exhibit 25.1 indicates that the Statement of Eligibility of the
      Trustee will be filed by amendment or as an exhibit to a
      report.  Please be aware that companies relying upon Section
      305(b)(2) of the Trust Indenture Act to designate the trustee on a delayed
      basis must separately file the Form T-1 under the electronic form type
      “305B2.”  In this situation, companies should not file the Form
      T-1 in a post-effective amendment to the registration statement or in a
      Form 8-K that is incorporated by reference into the registration
      statement.  Please refer to Section 220.01 under the 1939 Act –
      General Guidance, which can be located at http://www.sec.gov/divisions/corpfin/guidance/tiainerp.htm
      and revise your exhibit index
accordingly.

    The
Company is filing a Form T-1, Statement of Eligibility of Trustee, of Wilmington
Trust Company, as Exhibit 25.1 to the pre-effective Amendment that will be filed
with the Commission on today’s date in lieu of designating a trustee on a
delayed basis.  The exhibit index in the Amendment has been revised
accordingly.

              Thomas
      Kluck, Esq.

              April
      13, 2010

              United
      States Securities and

              Page
      3 of 5

              Exchange
      Commission

                3.

                We
      note that exhibit 8.1 representing the tax opinion has not been
      filed.  Please file the tax opinion with your next amendment
      prior to effectiveness.

    The exhibit index in the Amendment is
being revised to eliminate reference to a tax opinion of counsel being filed as
Exhibit 8 thereto.  Pursuant to Item 601(8) of Regulation
S-K, such exhibit need only be filed in an
applicable registration statement where the tax consequences are material to an
investor and a representation as to tax consequences is set forth in the filing,
which does not apply to the S-3 Registration Statement at this
time.  As stated in the S-3 Registration Statement, the Company will
provide any appropriate U.S. federal income tax consequences unique
to a particular series of preferred units, debt securities or warrants in an
accompanying prospectus supplement in which any or all of these securities are
being offered.  In such instance, an applicable tax opinion of counsel
will be filed by amendment or to a report pursuant to Section 13(a), 13(c) or
15(d) of the Exchange Act.

                4.

                We note the subsection captioned
      “conversion rights” on page 21.  If the debt securities are to
      be issued by Icahn Enterprises Finance Corp., it would appear that such
      securities could not be convertible pursuant to General Instruction I.C.3
      of Form S-3.  Please revise to clarify your reference to
      convertible
securities.

    With respect to any debt securities to
be issued by Icahn Enterprises Finance Corp. (“Icahn Enterprises Finance”), the
Amendment will clearly distinguish that Icahn Enterprises Finance will be an
issuer solely of nonconvertible debt securities.  Specially, (i) the
“Calculation of Registration Fee” (and corresponding Footnote 5) will be revised
to note the “Guarantees of Non-Convertible Securities”; (ii) on page 2, under
“Our Company,” the Amendment will state that Icahn Enterprises Finance will
serve solely as a co-issuer of non-convertible debt; and (iii) on page 21, under
“Conversion Rights,” the Amendment will state that any convertible debt
securities that may be offered shall be issued solely by Icahn Enterprises and
not by Icahn Enterprises Finance, and that the prospectus supplement relating to
the series of such convertible debt securities will contain such
provision.

                5.

                We
      note that Icahn Enterprises Finance Corp. is able to issue notes that will
      be guaranteed by Icahn Enterprises L.P.  Please revise your
      prospectus to include the guarantees and clarify whether they are full and
      unconditional.

    Pursuant
to the Amendment, the prospectus will be revised to include the “Guarantees of
Non-Convertible Debt Securities of Icahn Enterprises Finance Corp. by Icahn
Enterprises” on its cover page.  In addition, on page 15, under
“Description of Debt Securities,” the first paragraph will state that any series
of non-convertible debt securities issued by Icahn Enterprises Finance (either
as a co-issuer with Icahn Enterprises or as sole issuer) will be guaranteed by
its parent, Icahn Enterprises, and that such guarantees will be full and
unconditional, as defined in Rule 3-10 of Regulation S-X, of the payment
obligations on the securities being registered.

                Thomas
      Kluck, Esq.

                April
      13, 2010

                United
      States Securities and

                Page
      4 of 5

                Exchange
      Commission

    In connection with responding to the
Comment Letter, the Company acknowledges that:

              •

              the Company is responsible for the
      adequacy and accuracy of the disclosure in the
    filing;

              •

              staff comments or changes to
      disclosure in response to staff comments do not foreclose the Commission
      from taking any action with respect to the filing;
    and

              •

              the Company may not assert staff
      comments as a defense in any proceeding initiated by the Commission or any
      person under the federal securities laws of the United States.

                Thomas
      Kluck, Esq.

                April
      13, 2010

                United
      States Securities and

                Page 5
      of 5

                Exchange
      Commission

    We would appreciate your prompt review
of these materials and your prompt notification to us if you have further
comments or questions. Please contact me should you have any questions or
additional comments.

    Very
truly yours,

    /s/ Julie
M. Allen

    Enclosures

              cc:

              Keith
      A. Meister (Icahn Enterprises L.P.)

Mail Stop 3010
September 21, 2009
  Via U.S. Mail and Facsimile 917.591.3412

 Mr. Dominick Ragone Chief Financial Officer of Icahn Enterprise s G.P. Inc., the General Partner of Icahn
Enterprises L.P.
Icahn Enterprises L.P. 767 Fifth Street, Suite 4700 New York, NY  10153

Re: Icahn Enterprises L.P.
Form 10-K for fiscal ye ar ended December 31, 2008
  Filed March 4, 2009   Form 10-K/A for the fiscal  year ended December 31, 2008
  Filed August 4, 2009
File No. 1-9516

Dear Mr. Ragone:

We have completed our review of the above referenced filings and have no
further comments at this time.           S i n c e r e l y ,

Kevin Woody Accounting Branch Chief

CORRESP
1
filename1.htm

    Icahn
Enterprises L.P.

    September
17, 2009

    VIA
ELECTRONIC TRANSMISSION

    AND
OVERNIGHT COURIER

    Mr. Kevin
Woody

    Accounting
Branch Chief

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C.  20549

    Re:    Icahn
Enterprises L.P.

    Form 10-K
for the fiscal year ended December 31, 2008

    Filed
March 4, 2009

    Form
10-K/A for the fiscal year ended December 31, 2008

    Filed
August 4, 2009

    File No.
1-9515

    Dear Mr.
Woody:

    Reference
is made to the comments of the Staff of the Securities and Exchange Commission
(the “Staff”) in your letter dated September 2, 2009 with respect to the Annual
Report on Form 10-K of Icahn Enterprises L.P., a Delaware limited
partnership  (the “Company”), for the fiscal year ended December 31,
2008. (the “Comment Letter”).

    We are
writing to respond to the comment contained in the Comment
Letter.   For your convenience, the Staff’s comment has been
retyped below in boldface type, and the Company’s response is provided
immediately after the comment.

    Amended Form 10-K for the
fiscal year ended December 31, 2008

    Item 8. Financial Statements
and Supplementary Data

    Consolidated Statement of
Changes in Equity and Comprehensive Income, page 45

    1.           We
note in your amended Form 10-K that the amount of Accumulated other
comprehensive (loss) income as of December 31, 2008 changed from the amount
previously reported. Please provide us with an explanation for the change in the
disclosed amount.

    The
disclosure of accumulated other comprehensive (loss) income in our amended
Form 10-K changed as a result of the retrospective application of FAS 160
and an adjustment of the December 31, 2008 balance. The partnership equity on
the balance sheet as of December 31, 2008 and the other comprehensive (loss)
income disclosed in the Consolidated Statement of Changes in Equity and
Comprehensive Income for each year presented were accurate and reflected the
application of FAS 160 in the amended Form 10-K. However, the footnote
disclosing the accumulated other comprehensive loss in the original Form
10-K was understated. In revising the disclosure of accumulated OCI for FAS
160, we also adjusted the disclosure for this understatement. We concluded that
the change to accumulated OCI was not material.

          767 Fifth
Avenue, New York, New York 10153  Telephone
(212) 702-4300 Fax (212) 750-5841

          NYSE -
IEP

    Please
contact me should you have any questions or additional comments.

    Very
truly yours,

    /s/ Dominick Ragone

    Dominick
Ragone

    Chief
Financial Officer

    Icahn
Enterprises G.P. Inc., the general partner of

    Icahn
Enterprises L.P.

    Enclosures

    cc:           Keith
A. Meister (Icahn Enterprises L.P.)

      767 Fifth
Avenue, New York, New York 10153  Telephone
(212) 702-4300 Fax (212) 750-5841

      NYSE -
IEP

Mail Stop 3010
September 2, 2009
  Via U.S. Mail and Facsimile 917.591.3412

 Mr. Dominick Ragone Chief Financial Officer of Icahn Enterprise s G.P. Inc., the General Partner of Icahn
Enterprises L.P.
Icahn Enterprises L.P. 767 Fifth Street, Suite 4700 New York, NY  10153

Re: Icahn Enterprises L.P.
Form 10-K for fiscal ye ar ended December 31, 2008
  Filed March 4, 2009   Form 10-K/A for the fiscal  year ended December 31, 2008
  Filed August 4, 2009
File No. 1-9516

Dear Mr. Ragone:

We have reviewed your amended Form 10- K for the fiscal year ended December
31, 2008, in response to our letter dated June  23, 2009 and have the following additional
comment.  If you disagree with our comment, we will consider your explanation as to
why our comment is not applicable.  Pleas e be as detailed as necessary in your
explanation.   After reviewing this information, we may raise additional comments.
   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comment or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Dominick Ragone
Icahn Enterprises, L.P. September 2, 2009 Page 2  Amended Form 10-K for the fiscal year ended December 31, 2008

 Item 8. Financial Statements and Supplementary Data

 Consolidated Statement of Changes in Equity and Comprehensive Income, page 45

 1. We note in your amended Form 10-K th at the amount of Accumulated other
comprehensive (loss) income as of December 31, 2008 changed from the amount previously reported.  Please provide to us  an explanation for the change in the
disclosed amount.

*     *     *     *

As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response.  Please submit a response letter on EDGAR that keys your response to our comment and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewin g your response to our comment.

You may contact Mark Rakip, Sta ff Accountant, at 202.551.3573 or the
undersigned at 202.551.3629 if you have questions.

          S i n c e r e l y ,
Kevin Woody Accounting Branch Chief

CORRESP
1
filename1.htm

    Unassociated Document

    July 13,
2009

    VIA
ELECTRONIC TRANSMISSION

    AND
OVERNIGHT COURIER

    Mr. Kevin
Woody

    Accounting
Branch Chief

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C.  20549

    Re:    Icahn
Enterprises L.P.

    Form 10-K
for fiscal year ended December 31, 2008

    Filed on
March 4, 2009

    File No.
1-9515

    Dear Mr.
Woody:

    Reference
is made to the comments of the Staff of the Securities and Exchange Commission
(the “Commission”) in your follow-up letter dated June 23, 2009 with respect to
the Annual Report on Form 10-K of Icahn Enterprises L.P., a Delaware limited
partnership  (the “Company”), for the fiscal year ended December 31,
2008.

    We are
writing to confirm our discussion on Tuesday, July 7, 2009 that, as you have
requested, we will amend our 2008 Form 10-K with respect to items five, seven
and eight of your initial comment letter dated April 28, 2009. We plan to file
such amendment on or about August 4, 2009.

    Please
contact me should you have any questions or additional comments.

    Very
truly yours,

    /s/
Dominick Ragone

    Dominick
Ragone

    Chief
Financial Officer

    Icahn
Enterprises G.P. Inc., the General Partner of

    Icahn
Enterprises L.P.

    Enclosures

              cc:

              Keith
      A. Meister (Icahn Enterprises
L.P.)

Mail Stop 3010
June 23, 2009
  Via U.S. Mail and Facsimile 917.591.3412

 Mr. Dominick Ragone Chief Financial Officer of Icahn Enterprise s G.P. Inc., the General Partner of Icahn
Enterprises L.P.
Icahn Enterprises L.P. 767 Fifth Street, Suite 4700 New York, NY  10153

Re: Icahn Enterprises L.P.
Form 10-K for fiscal ye ar ended December 31, 2008
  Filed March 4, 2009
File No. 1-9516

Dear Mr. Ragone:

We have reviewed your response letter dated May 13, 2009 and have the
following additional comment.  If you disagree with our comment, we will consider your explanation as to why our comment is not applic able.  Please be as detailed as necessary
in your explanation.   After reviewing this information, we may raise additional
comments.
   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comment or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Dominick Ragone
Icahn Enterprises, L.P. June 23, 2009 Page 2  Form 10-K for the fiscal year ended December 31, 2008

 Item 8. Financial Statements and Supplementary Data

1. We note your response to prior comments five , seven, and eight.  We continue to
believe that your disclosures are not in accordance with Rule 5-02 and Rule 5-03
of Regulation S-X.  Please amend your Fo rm 10-K as of and for the fiscal year
ended December 31, 2008 to comply with Re gulation S-X.  You may continue to
present your financial statements base d on significant segments, however the
financial statements requested above in accordance with Rule 5-02 and 5-03 must
precede  your financial statements prepared on a segmented basis.

*     *     *     *

As appropriate, please respond to this comm ent within 10 business days or tell us
when you will provide us with a response.  Please submit a response letter on EDGAR that keys your response to our comment and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewin g your response to our comment.

You may contact Mark Rakip, Sta ff Accountant, at 202.551.3573 or the
undersigned at 202.551.3629 if you have questions.

          S i n c e r e l y ,
Kevin Woody Accounting Branch Chief

Mail Stop 3010
April 28, 2009
  Via U.S. Mail and Facsimile 917.591.3412

 Mr. Dominick Ragone Chief Financial Officer of Icahn Enterprise s G.P. Inc., the General Partner of Icahn
Enterprises L.P.
Icahn Enterprises L.P. 767 Fifth Street, Suite 4700 New York, NY  10153

Re: Icahn Enterprises L.P.
Form 10-K for fiscal ye ar ended December 31, 2008
  Filed March 4, 2009
File No. 1-9516

Dear Mr. Ragone:

We have reviewed your filing and have the following comments.  If you disagree
with our comments, we will consider your e xplanation as to why our comments are not
applicable.  Please be as deta iled as necessary in your expl anation.  In our comments, we
may ask you to provide us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional comments.    Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Dominick Ragone
Icahn Enterprises L.P. April 28, 2009 Page 2  Form 10-K for the fiscal year ended December 31, 2008

 Item 6. Selected Financial Data

 1. It appears that EBITDA is used as a performance measure and you have excluded
the components of EBITDA without dem onstrating the usefulness of excluding
these recurring items.  Please explain to us how you considered the need to provide the disclosures in Item 10(e) of  Regulations S-K and questions 8 and 15
of the SEC’s Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures  for this measure.
 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Results of Operations

 Consolidated Financial Resu lts of Continuing Operations

 Investment Management

 Revenues, page 56

2. We note that in the event that suffici ent net profits are not generated by an
Investment Fund that the special profits interest allocation will be carried forward for any shortfall to the targeted amount.  Regarding the waiving of special profits
interest allocations effective January 1, 2008, please confirm to us that the target
special profits interest allocations will not  be due in future periods related to all
investments held during fiscal ye ar 2008, not only the $510 million net
investment made by you and affiliates of Carl Icahn during the current year ended
December 31, 2008.  It appears that base d on your disclosure that the $70 million
representing the entire fiscal 2008 Target  Special Profits Amount will be carried
forward into future periods and will be  accrued to the extent that there are
sufficient net profits in the Investment Funds during the investment period to
cover such amounts.

Automotive, page 62

 3. Please tell us the basis for consolida ting the financial po sition, results of
operations and cash flows of Federal-M ogul Corporation as of March 1, 2008,
which approximates the date of acqui sition of Federal-Mogul by a separate
limited partnership wholly-owned by Carl  Icahn, and not as of July 3, 2008, the
date of acquisition by the partnership.  Please cite accounting literature relied
upon.

Dominick Ragone
Icahn Enterprises L.P. April 28, 2009 Page 3  Other Liquidity and Capital Resource Items

 Distributions

 Preferred Units, page 80

 4. Please tell us and disclose in future filings the company’s ability to redeem the
preferred units by March 31, 2010.  We note th at you have the option to settle the
redemption in cash or issuance of depository units.  Please tell us and disclose the
sources of cash that would be used to redeem the preferred units if you were to
redeem the preferred units for cash.  If such preferred units are redeemed for
depository units, please discuss whether the amount of authorized depository units
available for issuance is sufficient to re deem the preferred units.  If not, please
note whether you will authorize additiona l depository units to redeem the
preferred units.

Item 8. Financial Statements and Supplementary Data

Consolidated Balance Sheets, page 94
 5. We note that you separately present the a ssets and liabilities  of your continuing
operating segments on the face of your consol idated balance sheets.  Explain to us
how your presentation complies with  Rule 5-02 of Regulation S-X.
  6. We note that you have a balance in accumu lated other comprehensive loss as of
December 31, 2008.  Please tell us how the di sclosure of Partners’ equity within
your consolidated balance sheets comp lies with paragraph 26 of SFAS 130.
Further, please tell us wh at accounting literature you re lied upon to disclose only
the balance as of the end of the most  recently completed fiscal year.
 Consolidated Statements of Operations, page 95

 7. We note that you disclose only the reve nue totals for each of your continuing
operating segments on the face of your consolidated statements of operations.  Explain to us how your presentation comp lies with Rule 5-03 of Regulation S-X.
 Consolidated Statements of Cash Flows, page 97

 8. We note that you separately present oper ating, investing, and financing cash flows
of your continuing operating segments on the face of your consolidated statements of cash flows.  Please c ite accounting literatu re relied upon in
determining how such presentation is in accordance with US-GAAP.

Dominick Ragone
Icahn Enterprises L.P. April 28, 2009 Page 4  9. Please tell us the composition of Net cas h provided by investing activities from
discontinued operations with in your Consolidated Statement of Cash Flows of
$1,069 million.  Please tell us how such amount correlates to the Gain on
dispositions, net of income taxes recorded  within your Consolidated Statements of
Operations totaling $478 million.  Also, we  note your disclosure within note 5
which notes the gain “includes $472 milli on, net of income taxes of $260 million,
recorded on the sale of ACEP on February 20, 2008.”
 Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies
 Revenue and Expense Recognition

 Home Fashion

 10. Regarding sales incentives, please tell us  and disclose in future filings the
composition of such customer incentiv es (i.e., volume-based incentive
arrangements; consideration in the form of discounts or rebates; et cetera) and
quantify the amount recorded in period presented.  Further, please note the
accounting literature relied upon in accounting for su ch incentives, including your
treatment of incentives as a reduction to sales.
 7. Investments and Related Matters

 c. Automotive, page 133

 11. We note that pursuant the agreement relate d to your non-controlling interest in a
joint venture located in Turkey that your partner holds an option to put its shares
in the joint venture to a subsidiary of Federal-Mogul at the higher of the current
fair value and a guaranteed amount.  We further note that no amount is recorded
for such contingent guarantee.  Please te ll us the scope exemption relied upon to
conclude that such guarantee is not subject to the initial recognition and
measurement provisions of FIN 45.

*     *     *     *

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.   Please submit a response letter on EDGAR
that keys your response to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewin g your response to our comments.

Dominick Ragone
Icahn Enterprises L.P. April 28, 2009 Page 5   We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filings reviewed by the sta ff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
You may contact Mark Rakip, Sta ff Accountant, at 202.551.3573 or the
undersigned at 202.551.3629 if you have questions.

         S i n c e r e l y ,
Kevin Woody Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3010
May 13, 2009

Keith A. Meister, Principal Executive Officer Ichan Enterprises L.P. 767 Fifth Avenue, Ste. 4700 New York, NY 10153
Re: Ichan Enterprises L.P.
Registration Statement on Form S-3
File No. 333-158705 Filed on April 22, 2009

Dear Mr. Meister:

We have conducted a limited review of your filing and have the following comments.
Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
General

1. We are reviewing your Form 10-K for the fiscal year ended December 31, 2008, and have issued comments in connection with that review.  In conjunction with that review, we will be reviewing your Form S-3, which incorporates your Form 10-K by reference.  Please confirm that you will amend the Form S-3 as appropriate to reflect your responses to any comments we may issue on the Form 10-K.  In addition, please note that we will not be in a position to declare your registration statement effective until we have resolved all comments on the Form 10-K.
 2. We note that exhibit 25.1 indicates that the Statement of Eligibility of the Trustee will be filed by amendment or as an exhibit to a report.  Please be aware that companies relying upon Section 305(b)(2) of the Trust Indenture Act to designate the trustee on a delayed basis must separately file the Form T-1 under the electronic form type “305B2.” In this situation, companies should not file the Form T-1 in a post-effective amendment to the

Keith A. Meister, Principal Executive Officer
Ichan Enterprises L.P. May 13, 2009
Page 2

registration statement or in a Form 8-K that is incorporated by reference into the
registration statement.  Please refer to Section 220.01 under 1939 Act – General Guidance, which can be located at http://www.sec.gov/divisions/corpfin/
guidance/tiainterp.htm  and revise your exhibit index accordingly.
 3. We note that exhibit 8.1 representing the tax opinion has not been filed.  Please file the tax opinion with your next amendment prior to effectiveness.
 4. We note the subsection captioned “conversion rights” on page 21.  If the debt securities are to be issued by Icahn Enterprises Finance Corp., it would appear that such securities could not be convertible pursuant to General Instruction I.C.3 of Form S-3.  Please revise to clarify your reference to convertible securities.
 5. We note that Icahn Enterprises Finance Corp. is able to issue notes that will be guaranteed by Icahn Enterprises L.P.  Please revise your prospectus to include the guarantees and clarify whether they are full and unconditional.

* * * *

As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
‚ should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

‚ the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

Keith A. Meister, Principal Executive Officer
Ichan Enterprises L.P. May 13, 2009 Page 3

‚ the company 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.
  In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
 We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.
 Please contact Duc Dang at 202-551-3386 or me at 202-551-3233 with any other
questions.

Sincerely,

Thomas Kluck Branch Chief

cc: Julie M. Allen, Esq.  via facsimile (212) 969-2900

CORRESP
1
filename1.htm

    Unassociated Document

    Icahn
Enterprises L.P.

    May 13,
2009

    VIA
ELECTRONIC TRANSMISSION

    AND
OVERNIGHT COURIER

    Mr. Kevin
Woody

    Accounting
Branch Chief

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C.  20549

    Re:    Icahn
Enterprises L.P.

    Form 10-K
for fiscal year ended December 31, 2008

    Filed on
March 4, 2009

    File No.
1-9515

    Dear Mr.
Woody:

    Reference
is made to the comments of the Staff of the Securities and Exchange Commission
(the “Staff”) in your letter dated April 28, 2009 with respect to the Annual
Report on Form 10-K of Icahn Enterprises L.P., a Delaware limited
partnership  (the “Company”), for the fiscal year ended December 31,
2008. (the “Comment Letter”).

    We are
writing to respond to the comments contained in the Comment
Letter.   For your convenience, the Staff’s comments have been
retyped below in boldface type, and the Company’s responses are provided
immediately after each comment.

    Form 10-K for the fiscal
year ended December 31, 2008

    Item 6. Selected Financial
Data

    1.           It
appears that EBITDA is used as a performance measure and you have excluded the
components of EBITDA without demonstrating the usefulness of excluding these
recurring items. Please explain to us how you considered the need to provide the
disclosures in Item 10(e) of Regulation S-K and questions 8 and 15 of the SEC's
Frequently Asked
Questions Regarding the Use of Non-GAAP Financial Measures for this
measure.

    In
response to the Staff’s observations as provided in comment 1 above, the Company
believes its disclosures are in compliance with Regulation S-K. However, in
future filings in which the Company includes such non-GAAP measure, the Company
will include additional language, as described below, to clarify management’s
use of this measure and the usefulness of removing the components of EBITDA.
Furthermore, the Company does not plan to include Adjusted EBITDA in future
filings as the Company no longer deems this to be meaningful information
relating to the operating performance of the Company’s continuing operating
businesses.

    The
Company believes that providing EBITDA to investors has economic substance as
this measure provides important supplemental information of the Company’s
performance to investors and permits investors and management to evaluate the
operating performance of the Company’s business without regard to potential
distortions introduced by interest, taxes and depreciation and amortization.
Additionally, the Company believes this information is frequently used by
securities analysts, investors and other interested parties in the evaluation of
companies that have issued debt. Management uses, and believes that
investors benefit from referring to these non-GAAP financial measures in
assessing the Company’s operating results, as well as in planning, forecasting
and analyzing future periods. Adjusting earnings for these recurring charges
allows investors to evaluate the Company’s performance from period to period, as
well as its peers, without the effects of certain items that may vary depending
on accounting methods and the book value of assets. Additionally, EBITDA
presents a meaningful measure of corporate performance exclusive of the
Company’s capital structure and the method by which assets were acquired and
financed.

          767 Fifth
Avenue, New York, New York 10153   Telephone
(212) 702-4300 Fax (212) 750-5841

          NYSE -
IEP

    Item 7. Management's
Discussion and Analysis of Financial Condition and Results of
Operations

    Results of
Operations

    Consolidated Financial
Results of Continuing Operations

    Investment
Management

    Revenues. page
56

    2.           We
note that in the event that sufficient net profits are not generated by an
Investment Fund that the special profits interest allocation will be carried
forward for any shortfall to the targeted amount. Regarding the waiving of
special profits interest allocations effective January 1, 2008, please confirm
to us that the target special profits interest allocations will not be due in
future periods related to all investments held during fiscal year 2008, not only
the $510 million net investment made by you and affiliates of Carl Icahn during
the current year ended December 31, 2008. It appears that based on your
disclosure that the $70 million representing the entire fiscal 2008 Target
Special Profits Amount will be carried forward into future periods and will be
accrued to the extent that there are sufficient net profits in the Investment
Funds during the investment period to cover such amounts.

    Special
profits interest allocations are calculated on fee-paying assets under
management (“AUM”) on a quarterly basis and are allocated to the General
Partners if there are sufficient net profits in the Investment Funds to make
such allocations. Any shortfall will be carried forward into future periods and
will be accrued to the extent there are sufficient net profits in the Investment
Funds to cover such amounts.  As disclosed in Footnote 4 and the
MD&A in Form 10-K, the Company’s investments in the Private Funds are not
subject to special profits interest allocations.  Additionally, Carl
C. Icahn, along with his affiliates, makes investments in the Private Funds
(other than the amounts invested by the Company), which also are not subject to
special profits interest allocations. The combined net amount of $510 million
invested during 2008 by the Company and Mr. Icahn is specifically excluded from
fee-paying AUM, the base on which special profits interest allocations is
calculated.

    As
disclosed in Footnote 4 and the MD&A in Form 10-K, during fiscal year 2008,
the Target Special Profits Interest Amount was $70 million. It is noted that the
Target Special Profits Interest Amount of $70 million is calculated based on
fee-paying AUM and will be carried forward into future periods due to losses in
the Investment Funds during fiscal 2008 and will be accrued to the extent there
are sufficient net profits in the Investment Funds during the investment period
to cover such amounts.

    Automotive. page
62

    3.           Please
tell us the basis for consolidating the financial position, results of
operations and cash flows of Federal-Mogul Corporation as of March 1, 2008,
which approximates the date of acquisition of Federal-Mogul by a separate
limited partnership wholly-owned by Carl Icahn, and not as of July 3, 2008, the
date of acquisition by the partnership. Please cite accounting literature relied
upon.

    As
disclosed in the Company’s 2008 Form 10-K, on July 3, 2008, pursuant to a stock
purchase agreement with Thornwood Associates Limited Partnership (“Thornwood”)
and Thornwood’s general partner, Barberry Corp. (“Barberry”), the Company
acquired an approximate 50.5%  majority interest in Federal-Mogul
Corporation (“Federal-Mogul”) for an aggregate price of $862,750,000. Thornwood
and Barberry are wholly owned by Mr. Carl C. Icahn, who, on July 3, 2008,
indirectly owned approximately 91.8% and 86.5% of the Company’s depositary units
and preferred units, respectively, and thus are entities under common control
with the Company. Prior to the Company’s majority interest acquisition of
Federal-Mogul, Thornwood owned an aggregate of 75,241,924 shares of
Federal-Mogul (“Federal-Mogul Shares”), which represented approximately
74.87% of the total issued and outstanding Federal-Mogul Shares. Thornwood
had acquired such shares as follows: (i) 50,100,000 Federal-Mogul Shares
pursuant to the exercise of two options on February 25, 2008 acquired in
December 2007 from the Federal-Mogul Asbestos Personal Injury Trust; and (ii)
25,141,924 Federal-Mogul Shares pursuant to and in connection with
Federal-Mogul’s Plan of Reorganization under Chapter 11 of the United States
Code, which became effective on December 27, 2007.

          767 Fifth
Avenue, New York, New York 10153   Telephone
(212) 702-4300 Fax (212) 750-5841

          NYSE -
IEP

    According
to paragraph 9 of Statement of Financial Accounting Standards (“SFAS”) No. 141,
Business Combinations,
“control is generally indicated by ownership by one company, directly or
indirectly, of over fifty percent of the outstanding voting shares of another
company”. Paragraph 11 of SFAS No. 141 states that a “business combination”
excludes transfers of net assets or exchanges of equity interests between
entities under common control. Paragraph 11 of SFAS No. 141 also states that
transfers of net assets or exchanges of equity interests between entities under
common control should be accounted for pursuant to the guidance provided at
paragraphs D11 - D18 of Appendix D of SFAS No. 141. In practice, the method used
to account for such transactions is similar to the pooling-of-interests method
(“as-if pooling-of-interests”) in that the entity that receives the net assets
or the equity interests initially recognizes the assets and liabilities
transferred at their carrying amounts in the accounts of the transferring entity
at the date of transfer.

    Regarding
the reporting periods required to be presented by an entity following an “as-if
pooling-of-interests” transaction, SFAS No. 141 paragraphs D16-D17
specify:

    The
financial statements of the receiving entity should report results of operations
for the period in which the transfer occurs as though the transfer of net assets
or exchange of equity interests had occurred at the beginning of the period.
Results of operations for that period will thus comprise those of the previously
separate entities combined from the beginning of the period to the date the
transfer is completed and those of the combined operations from that date to the
end of the period.... Similarly, the receiving entity should present the
statement of financial position and other financial information as of the
beginning of the period as though the assets and liabilities had been
transferred at that date. Financial statements and financial information
presented for prior years should also be restated to furnish comparative
information. All restated financial statements and financial summaries should
indicate clearly that financial data of previously separate entities are
combined.

    The SEC
staff has indicated that, in “as-if pooling-of-interests” accounting, the
financial statements of the previously separate entities should not be combined
for periods prior to the date that common control was established. Reference is
made to the speech by Leslie A. Overton, Associate Chief Accountant, Division of
Corporate Finance, in remarks before the AICPA National Conference on Current
SEC and PCAOB Developments on December 12, 2006. The response to question I C.
effectively states that the combined financial statements should reflect each
combining company only from the date the parent acquired control.

    In
applying the above guidance, the Company concluded that the transfer of the
equity interests in Federal-Mogul would be accounted for at historical cost in a
manner similar to that in a pooling of interests. Therefore, as of February 25,
2008 (the effective date of control by Thornwood and, indirectly, Carl C.
Icahn), and, thereafter, as a result of the Company’s acquisition of a majority
interest in Federal-Mogul on July 3, 2008, the Company consolidated the
financial position, results of operations and cash flows of Federal-Mogul. The
Company evaluated the activity between February 25, 2008 and February 29, 2008
and, based on the immateriality of such activity, concluded that the use of an
accounting convenience date of February 29, 2008 was appropriate.

    Other Liquidity and Capital
Resource Items

    Distributions

          767 Fifth
Avenue, New York, New York 10153   Telephone
(212) 702-4300 Fax (212) 750-5841

          NYSE -
IEP

    Preferred Units, page
80

    4.           Please
tell us and disclose in future filings the company's ability to redeem the
preferred units by March 31, 2010. We note that you have the option to settle
the redemption in cash or issuance of depository units. Please tell us and
disclose the sources of cash that would be used to redeem the preferred units if
you were to redeem the preferred units for cash. If such preferred units are
redeemed for depository units, please discuss whether the amount of authorized
depository units available for issuance is sufficient to redeem the preferred
units. If not, please note whether you will authorize additional depository
units to redeem the preferred units.

    In
response to the Staff’s observations and recommendations as provided in comment
4 above, in its Quarterly Report on Form 10-Q filed on May 6, 2009 and in future
Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K filed with the
Commission, the Company has, and will expand its disclosure of the sources of
cash and availability of depositary units that would be used to redeem its
preferred units on the Redemption Date as indicated in the following
paragraph.

    Pursuant
to certain rights offerings, the Company’s preferred limited partner units must
be redeemed on March 31, 2010, the “Redemption Date.” Each preferred unit has a
liquidation preference of $10.00 and entitles the holder to receive
distributions, payable solely in additional preferred units, at the rate of
$0.50 per preferred unit per annum (which is equal to a rate of 5% of the
liquidation preference thereof).  In addition, on the Redemption Date,
subject to the approval of the Company’s Audit Committee, the Company may opt to
redeem all of the preferred units for an amount, payable either in cash or
depositary units, equal to the liquidation preference of the preferred units,
plus any accrued but unpaid distributions thereon. On the Redemption Date, if
the Company elects to redeem the preferred units in cash, the Company believes
that it will have sufficient cash available to do so from its existing cash and
liquid investments; if the Company elects to redeem by issuance of the Company’s
depositary units, the Company will have sufficient authorized depositary units
available to do so. As of March 31, 2009, there were 13,127,179 preferred units
issued and outstanding.

    Item 8. Financial Statements
and Supplementary Data

    Consolidated Balance Sheets,
page 94

    5.           We
note that you separately present the assets and liabilities of your continuing
operating segments on the face of your consolidated balance sheets. Explain to
us how your presentation complies with Rule 5-02 of Regulation S-X.

    As
indicated in Rule 5-02 of Regulation S-X, “the purpose of this rule is to
indicate the various line items and certain additional disclosures which, if
applicable, and except as otherwise permitted by the Commission, should appear
on the face of the balance sheets or related notes filed for the persons to whom
this article pertains (see Rule 4-01(a)).”

    Rule
4-01(a) provides that financial statements included in SEC filings should be
filed in a manner that will best indicate their significance and character in
the light of the various rules, regulations and other provisions that apply to
these statements. That is, the statements should fairly present the operations
and financial condition of the company in question, and should reasonably
present the disclosures required by statutes and SEC regulations. The statements
should include, at a minimum, information required by the rules and regulations,
as well as any further material information necessary to prevent the statements
from being misleading.

    As noted
above, Rule 4-01(a) provides that financial statements should be prepared in a
way that best indicates their significance and character. In addition, Rule 4-02
of Regulation S-X allows a filer to omit separate disclosure of immaterial
items, and Rule

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

      	December 20, 2007

Keith A. Meister
Principal Executive Officer
Icahn Enterprises, L.P.
767 Fifth Avenue, Suite 4700
New York, New York 10153

      Re:	Icahn Enterprises, L.P.
      Amendment No. 1 to Registration Statement on Form S-3
      Filed December 5, 2007
      File No. 333-143930

		Icahn Enterprises L.P. and co-registrants
		Amendment No. 1 to Registration Statement on Form S-4
		Filed December 5, 2007
		File No. 333-143929

Dear Mr. Meister:

         	We have reviewed your amended filings and have the
following comments. Where indicated, we think you should revise
your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.
Feel
free to call us at the telephone numbers listed at the end of this
letter.

Registration Statement on Form S-3

Convertible Notes, page 4
1. We note your response to comment two from our letter dated July
18, 2007 and revised disclosure on page four.  Please revise
Potential Required Payments to quantify the estimated amounts as
dollar values.  It appears that you could estimate the interest
range
and disclose the basis for any assumptions, such as LIBOR.  Please
revise or advise.
2. Also, please disclose the maximum potential profit, which
appears
to be $46.6 million.

Risk Factors, page 7

To service our indebtedness and pay distributions..., page 7
3. To place the risk in context, please revise to quantify the
approximate amount of debt coming due in the next two years.  In
this
regard, please revise where appropriate to disclose your response
to
the first bullet point of comment eight from our letter dated July
18, 2007.

Registration Statement on Form S-4
Part II

Item 22 Undertakings, page II-2
4. We note your response to comment 15 from our letter dated July
18,
2007.  Please provide the undertakings of Item 22 of Form S-4, or
advise.

*	*	*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Jim Lopez, Senior Staff Attorney, at (202)
551-
3536, Mara Ransom, Legal Branch Chief at (202) 551-3264, or me at
(202) 551-3720 if you have any questions regarding your filing or
this review.

Sincerely,

      H. Christopher Owings
      Assistant Director

cc:	Paula Corsaro
	Proskauer Rose LLP
      (Fax) (212) 969-2900

Keith A. Meister
Icahn Enterprises, L.P.
December 20, 2007
Page 1

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

ICAHN ENTERPRISES L.P.
 767 Fifth Avenue, Suite 4700
 New York, New York 10153

December 28, 2007

VIA ELECTRONIC TRANSMISSION

H. Christopher Owings, Esq.
 Assistant Director
 United States Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549-3561

          Re:

          Icahn Enterprises L.P.
 Registration Statement on Form S-4, File No. 333-143929 and
 Registration Statement on Form S-3, File No. 333-143930

Dear Mr. Owings:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Icahn Enterprises L.P. (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-4, File No. 333-143929 and Registration Statement on Form S-3, File No. 333-143930 (collectively, the “Registration Statements”) so that they may become effective at 10:00 a.m. Eastern Time on December 31, 2007, or as soon thereafter as practicable.

This is to acknowledge that:

(a) The Company understands that should the Commission or its staff, acting pursuant to delegated authority, declare the Registration Statements effective, it does not foreclose the Commission from taking any action with respect to the Registration Statements;

(b) The Company understands that the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statements effective, does not relieve the Company from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statements; and

(c) The Company understands that 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.

Respectfully submitted,

Icahn Enterprises L.P.

          By:

          Icahn Enterprises G.P. Inc.,
 its General Partner

          By:

          /s/ Keith A. Meister

          Keith A. Meister
 Chief Executive Officer

cc: James Lopez (Staff)

CORRESP
1
filename1.htm

      Unassociated Document

      December
        26, 2007

      VIA
        ELECTRONIC TRANSMISSION

      AND
        OVERNIGHT COURIER

      Jim
        Lopez, Esq.

      Senior
        Staff Attorney

      United
        States Securities and Exchange Commission

      Corporation
        Finance

      100
        F
        Street, N.E.

      Washington,
        D.C. 20549-1004

                Re:

                Icahn
                  Enterprises L.P.

                  Amendment
                    No. 1 to Registration Statement on Form S-3

                  Filed
                    on December 5, 2007

                  File
                    No. 333-143930

                  Icahn
                    Enterprises L.P. and co-registrants

                  Amendment
                    No. 1 to Registration Statement on Form S-4

                  Filed
                    on December 5, 2007

                  File
                    Nos. 333-143929

      Dear
        Mr.
        Lopez:

      Reference
        is made to the comments of the Staff of the Securities and Exchange Commission
        (the “Commission”) with respect to the Registration Statement on Form S-3 (File
        No. 333-143930) (the “S-3 Registration Statement”) and the Registration
        Statement on Form S-4 (File No. 333-143929) (the “S-4 Registration Statement”)
        of Icahn Enterprises L.P., a Delaware limited partnership (the “Company”), in
        your letter dated December 20, 2007 (the “Comment Letter”).

      We
        are
        writing to respond to the comments contained in the Comment Letter and to
        indicate the changes that are being made in Amendment No. 2 to the S-3
        Registration Statement and Amendment No. 2 to the S-4 Registration Statement
        (collectively, the “Amendments”) that will be filed with the Commission on
        today’s date.

                  Jim
                    Lopez, Esq.

                  December
                    26, 2007

                  United
                    States Securities and

                  Page
                    2 of
                    5

                  Exchange
                    Commission

      For
        your
        convenience, your comments are set forth in this letter, followed by our
        responses.

      Registration
        Statement on Form S-3

      Convertible
        Notes, page 4

              1.

                We
                  note your response to comment two from our letter dated July 18,
                  2007 and
                  revised disclosure on page four. Please revise Potential Required
                  Payments
                  to quantify the estimated amounts as to dollar values. It appears
                  that you
                  could estimate the range and disclose the basis for any assumptions,
                  such
                  as LIBOR. Please revise or advise.

      We
        have
        revised our tabular disclosure to reflect dollar values as follows:

                  Payments
                    made through Present

                  Potential
                    Required Payments

                  Cash
                    Interest

                  Payments1

                  Special

                  Distributions2

                  Cash
                    Interest Payments3

                  Special

                  Distributions4

                  Additional

                  Interest5

                  Make-Whole

                  Premium6

                  $6,833,333.33

                  $666,000

                  $8,250,000
per
                    quarter

                  $222,000
per
                    quarter

                  $1,980,000

                  per
                    month

                  Not
                    presently

                  determinable

      1
        Represents quarterly cash interest payments paid to date by us to holders
        of the
        convertible notes. Interest on the convertible notes accrues at a rate equal
        to
        LIBOR minus 1.25%, but not less than 4% nor more than 5.5%.

      2
        Represents special distributions paid by us to date to holders of the
        convertible notes representing payments in the aggregate on each of June
        1,
        2007, September 7, 2007 and December 3, 2007. Pursuant to §4.07 of the
        Indenture, if we declare a dividend payable to holders of the depositary
        units
        in excess of $0.10 per unit, then we are required to pay a dividend to the
        holders of the convertible notes equal to such excess. On each of May 4,
        2007,
        August 3, 2007 and November 2, 2007, our board of directors declared a $0.15
        per
        unit dividend on the depositary units, resulting in these special distributions
        to holders of the convertible notes, which was based upon the number of
        depository units into which the convertible notes are convertible.

      3
        Represents cash interest payable on the convertible notes per quarter assuming
        that cash interest is paid at the rate of 5.5% per annum, the maximum rate
        payable under the Indenture. Interest on the convertible notes accrues at
        a rate
        equal to LIBOR minus 1.25%, but not less than 4% nor more than
        5.5%.

      4
        See Note
        2 above. Represents a special distribution payable by us to the holders of
        the
        convertible notes per quarter, assuming that we continue to pay a dividend
        to
        the holders of depositary units equal to $0.15 per unit per quarter. We
        currently contemplate maintaining a quarterly dividend at this level. However,
        this special distribution payable to the holders of the convertible notes
        would
        proportionally be decreased or increased to the extent that we decreased
        or
        increased the quarterly dividend paid to holders of the depositary
        units.

      5
        Represents additional interest we would be obligated to pay per month to
        the
        holders in the aggregate in the event of a Registration Default (as defined
        in
        the registration rights agreement dated April 4, 2007, to which we are a
        party).
        Pursuant to the registration rights agreement, we are required to pay additional
        interest in an amount equal to 0.33% per $1,000 principal amount of convertible
        notes, or an aggregate of $1,980,000, for each month that a Registration
        Default
        continues up to a maximum of $24,000,000 in the aggregate. We do not currently
        anticipate that we will be required to pay any additional interest on the
        convertible notes.

                    Jim
                      Lopez, Esq.

                    December
                      26, 2007

                    United
                      States Securities and

                    Page 3
                      of
                      5

                    Exchange
                      Commission

      6 Pursuant
        to §15.01(a) of the Indenture, if a holder of convertible notes converts its
        convertible notes into depositary units during a specified period following
        the
        announcement of a Fundamental Change (as defined in the Indenture to include
        certain changes in control of the company or the failure of the depositary
        units
        to be listed for trading on an Eligible Market (as defined in the Indenture)),
        we will be required to pay a Make-Whole Premium, in the form of additional
        Depositary Units, to such holder. The amount of such Make-Whole Premium would
        be
        determined as set forth in §15.01 of the Indenture and is a function of the
        effective date of such Fundamental Change and the price per depositary unit
        in
        the transaction constituting such Fundamental Change.

              2.

                Also,
                  please disclose the maximum potential profit, which appears to
                  be $46.6
                  million.

      We
        have
        included the total maximum possible profit of $46,608,097 realizable by holders
        upon conversion of the Convertible Notes at the end of the first full paragraph
        on page 5 and have also referred to our tabular disclosure presented at the
        bottom of the page 5.

      Risk
        Factors, page 7

      To
        service our indebtedness and pay distributions…, page 7

              3.

                To
                  place the risk in context, please revise to quantify the approximate
                  amount of debt coming due in the next two years. In this regard,
                  please
                  revise where appropriate to disclose your response to the first
                  bullet
                  point of comment eight from our letter dated July 18, 2007.

      We
        have
        revised the relevant risk factor to include the following disclosure:

      “Based
        on
        our current level of indebtedness, approximately $40 million of indebtedness
        will come due in the two-year period ending December 31, 2009.”

      In
        addition, we have added the following disclosure at the end of the first
        paragraph on page 4 as follows:

      "We
        intend, and have a reasonable basis to believe that we will have the financial
        ability, to make all payments required on the convertible notes and underlying
        securities."

                  Jim
                    Lopez, Esq.

                  December
                    26, 2007

                  United
                    States Securities and

                  Page 4
                    of
                    5

                  Exchange
                    Commission

      Registration
        Statement on Form S-4

      Part
        II

      Item
        22 Undertakings, page II-2

              4.

                We
                  note your response to comment 15 from our letter dated July 18,
                  2007.
                  Please provide the undertakings of Item 22 of Form S-4, or advise.

      We
        have
        added the undertakings of Item 22 of Form S-4.

      This
        is
        to acknowledge that:

      -
        The
        Company understands that should the Commission or the staff, acting pursuant
        to
        delegated authority, declare the filing effective, it does not foreclose
        the
        Commission from taking any action with respect to the filing;

      -
        The
        Company understands that the action of the Commission or the staff, acting
        pursuant to delegated authority, in declaring the filing effective, does
        not
        relieve the Company from its full responsibility for the adequacy and accuracy
        of the disclosure in the filing; and

      -
        The
        Company understands that 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.

                  Jim
                    Lopez, Esq.

                  December
                    26, 2007

                  United
                    States Securities and

                  Page 5
                    of
                    5

                  Exchange
                    Commission

      We
        would
        appreciate your prompt review of these materials and your prompt notification
        to
        us if you have further comments or questions. Please contact me should you
        have
        any questions or additional comments.

      Very
        truly yours,

      Julie
        M.
        Allen/PMC

      Enclosures

              cc:

                H.
                  Christopher Owens, Esq. (SEC)

                Keith A. Meister (Icahn Enterprises
                  L.P.)

CORRESP
1
filename1.htm

            1585
              BROADWAY
NEW
              YORK, NY 10036-8299
TELEPHONE
              212.969.3000
Fax
              212.969.2900

              BOCA
                RATON
BOSTON
LONDON
LOS ANGELES
NEW
                ORLEANS
NEWARK
PARIS
SÃO
                PAULO
WASHINGTON

              Julie
                Allen

              Member
                of the Firm

              Direct
                Dial 212.969.3155

              jallen@proskauer.com

    December
      5, 2007

    VIA
      ELECTRONIC TRANSMISSION

    AND
      OVERNIGHT COURIER

    John
      Fieldsend, Esq.

    Staff
      Attorney

    United
      States Securities and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549-1004

              Re:

              Icahn
                Enterprises L.P.

    (f/k/a
      American Real Estate Partners, L.P.)

    Registration
      Statement on Form S-3

    Filed
      on
      June 21, 2007

    File
      No.
      333-143930

    Icahn
      Enterprises L.P.

    (f/k/a
      American Real Estate Partners, L.P.) and co-registrants

    Registration
      Statement on Form S-4

    Filed
      on
      June 21, 2007

    File
      Nos.
      333-143929

    Dear
      Mr.
      Fieldsend:

    Reference
      is made to the comments of the Staff of the Securities and Exchange Commission
      (the “Commission”) with respect to the Registration Statement on Form S-3 (File
      No. 333-143930) (the “S-3 Registration Statement) and the Registration Statement
      on Form S-4 (File No. 333-143929) (the “S-4 Registration Statement) of Icahn
      Enterprises L.P., which was formerly known as American Real Estate Partners,
      L.P. a Delaware limited partnership (the “Company”), in your letter dated July
      18, 2007 (the “Comment Letter”).

    We
      are
      writing to respond to the comments contained in the Comment Letter and to
      indicate the changes that are being made in Amendment No. 1 to the S-3
      Registration Statement and Amendment No. 1 to the S-4 Registration Statement
      (collectively, the “Amendments”) that will be filed with the
      Commission on today's date.

                John
                  Fieldsend,
                  Esq.

                United States Securities and

                Exchange
                  Commission

                December
                  5, 2007
Page 2 of 19

    For
      your
      convenience, your comments are set forth in this letter, followed by our
      responses.

      Registration
      Statement on Form S-3

            1.

              Please
                provide us, with a view toward disclosure in the prospectus, with
                the
                total dollar value of the securities underlying the convertible notes
                that
                you have registered for resale using the number of underlying securities
                that you have registered for resale and the market price per share
                for
                those securities on the date of the sale of the convertible
                note.

    In
      April
      2007, the Company issued an aggregate of $600,000,000 of variable rate senior
      convertible notes due 2013 (the “Notes”), convertible into depositary units of
      the Company (the “Depositary Units”) at an initial conversion price of $132.595.
      Consequently 4,525,058 Depositary Units (the “Registered Units”) are being
      registered for resale on the S-3 Registration Statement. The total dollar value
      of the Registered Units as of April 4, 2007 (the date on which the purchase
      agreement relating to the sale of the Notes was entered into, or the “Sale
      Date”) was $521,739,187, calculated by multiplying the number of Registered
      Units by $115.30, the market price of the Depositary Units on the Sale
      Date.

            2.

              Please
                provide us, with a view toward disclosure in the prospectus, with
                tabular
                disclosure of the dollar amount of each payment, including the value
                of
                any payments to be made in common stock, in connection with the
                transaction that you have made or may be required to make to any
                selling
                shareholder, any affiliate of a selling shareholder, or any person
                with
                whom any selling shareholders has a contractual relationship regarding
                the
                transaction, including any interest payments, liquidated damages,
                payments
                made to “finders” or “placement agents,” and any other payments or
                potential payments. Please provide footnote disclosure of the terms
                of
                each such payment. Please do not include any repayment of principal
                on the
                convertible notes in this
                disclosure.

    The
      table
      below sets forth the dollar amount of the (i) payments that the Company has
      currently made to selling securityholders in the form of (x) cash interest
      payments and (y) special distributions; and (ii) payments that the Company
      may
      be required to make to selling securityholders in the form of (a) cash interest
      payments, (b) special distributions, (c) liquidated damages and (d) a make-whole
      premium payable following a Fundamental Change (as defined in the
      Indenture).

                  John
                    Fieldsend, Esq.

                  United
                    States Securities and

                  Exchange
                    Commission

                  December
                    5, 2007

                  Page 3
                    of 19

              Payments
                made through Present

              Potential
                Required Payments

              Cash
                Interest Payments1

              Special
                Distributions2

              Cash
                Interest

              Payments3

              Special

              Distributions4

              Additional

              Interest5

              Make-Whole

              Premium6

              $6,833,333.33

              $0.377

              $10
                - $13.75

              per
                quarter

              $0.377

              per
                quarter

              $3.30
                per month

              Not
                presently determinable

    1
      Represents quarterly cash interest payments paid to date by the Company per
      each
      $1,000 Note. Interest on the Notes accrues at a rate equal to LIBOR minus 1.25%,
      but not less than 4% nor more than 5.5%.

    2
      Represents a special distribution per each $1,000 Note paid by the Company
      to
      holders of the Notes on each of June 1, 2007, September 7, 2007 and December
      3,
      2007. Pursuant to §4.07 of the Indenture governing the Notes (the “Indenture”),
      if the Company declares a dividend payable to holders of the Depositary Units
      in
      excess of $0.10 per unit, then the Company is required to pay a dividend to
      the
      holders of the Notes equal to such excess. On each of May 4, 2007, August 3,
      2007 and November 2, 2007, the Board of Directors of the Company declared a
      $0.15 per unit dividend on the Depositary Units, resulting in this special
      distribution, which was determined by multiplying the number of Depositary
      Units
      into which each $1,000 Note is convertible (based on a conversion price of
      $132.595) by the excess amount of $0.05.

    3
      Represents cash interest payable per each $1,000 Note. Interest on the Notes
      accrues at a rate equal to LIBOR minus 1.25%, but not less than 4% nor more
      than
      5.5%.

    4
      See Note
      2 above. Represents a special distribution per each $1,000 Note payable by
      the
      Company to the holders of the Notes, assuming that the Company continues to
      pay
      a dividend to the holders of Depositary Units equal to $0.15 per unit per
      quarter. The Company currently contemplates maintaining a quarterly dividend
      at
      this level. However, this special distribution payable to the holders of the
      Notes would proportionally be decreased or increased to the extent that the
      Company decreased or increased the quarterly dividend paid to holders of the
      Depositary Units.

    5
      Represents additional interest the Company would be obligated to pay per each
      $1,000 Note if (a) the S-3 Registration Statement is not declared effective
      within 270 days of the initial sale of the Notes or (b) if the S-3 Registration
      Statement is declared effective but thereafter ceases to be effective or usable
      for resales of the Registered Units for a period that exceeds 60 days in any
      12-month period (either such case, a “Registration Default”). Pursuant to a
      Registration Rights Agreement entered into with the initial purchasers of the
      Notes (the “Registration Rights Agreement”), the Company is required to pay
      additional interest in an amount equal to 0.33% per $1,000 principal amount
      of
      Notes for each month that a Registration Default continues up to a maximum
      of 4%
      ($40) per Note. The Company does not currently anticipate that it will be
      required to pay any additional interest on the Notes.

    6
      Pursuant
      to §15.01(a) of the Indenture, if a holder of Notes converts its Notes into
      Depositary Units during a specified period following the announcement of a
      Fundamental Change (as defined in the Indenture to include certain changes
      in
      control of the Company or the failure of the Depositary Units to be listed
      for
      trading on an Eligible Market (as defined in the Indenture)), the Company will
      be required to pay a Make-Whole Premium, in the form of additional Depositary
      Units, to such holder. The amount of such Make-Whole Premium would be determined
      as set forth in §15.01 of the Indenture and is a function of the effective date
      of such Fundamental Change and the price per Depositary Unit in the transaction
      constituting such Fundamental Change.

    Further,
      please provide us, with a view toward disclosure in the prospectus, with
      disclosure of the net proceeds to the issuer from the sale of the convertible
      notes and the total possible payments to all selling shareholders and any of
      their affiliates in the first year following the sale of the convertible notes.

                John
                  Fieldsend, Esq.

                United
                  States Securities and

                Exchange
                  Commission

                December
                  5, 2007

                Page 4
                  of 19

The net proceeds to the Company from the sale
      of the
      Notes were $600,000,000, less $275,000 of legal fees paid by the Company on
      behalf of the initial purchasers of the Notes, resulting in net proceeds of
      $599,725,000 (before deducting expenses, comprised principally of legal and
      accounting fees, incurred by the Company). It is anticipated that the total
      payments to holders of the Notes in the year following the sale of the Notes
      will not exceed $56.508 per $1,000 Note, or $33.9 million in the aggregate,
      representing cash interest payments at an assumed annual rate of 5.5% (the
      maximum rate payable under the Indenture) and special distributions of $0.377
      per Note per quarter. Actual payments are expected to be lower due to lower
      interest rates; however, although not currently anticipated, actual payments
      could be higher as a result of (a) payments of additional interest pursuant
      to
      the Registration Rights Agreement as a result of a Registration Default, (b)
      payments of additional special distributions as a result of the payment of
      dividends on the Depositary Units in excess of $0.15 per unit per quarter or
      (c)
      the payment of a Make-Whole Premium following a Fundamental Change.

            3.

              Please
                provide us, with a view toward disclosure in the prospectus, with
                tabular
                disclosure of:

            ·

              the
                total maximum possible profit the selling shareholders could realize
                as a
                result of the conversion discount for the securities underlying the
                convertible note, presented in a table with the following information
                disclosed separately:

            à

              The
                market price per share of the securities underlying the convertible
                note
                on the date of the sale of the convertible note:
                and

            à

              The
                conversion price per share of the underlying securities on the date
                of the
                sale of the convertible note, calculated as
                follows:

            ¨

              If
                the conversion price per share is set at a fixed price, use the
                price
                per share established in the convertible note;
                and

            ¨

              If
                the conversion price per share is not set at a fixed price and, instead
                is
                set at a floating rate in relationship to the market price of the
                underlying security, use the conversion discount rate and the market
                rate
                per share on the date of the sale of the convertible note and determine
                the conversion price per share as of that
                date;

                  John
                    Fieldsend, Esq.

                  United
                    States Securities and

                  Exchange
                    Commission

                  December
                    5, 2007

                  Page 5
                    of 19

    As
      stated
      above, the market price of the Depositary Units on the Sale Date was $115.30.
      The Company issued the Notes with an initial conversion price of $132.595,
      representing a 15% conversion premium
      over the
      market price of the Depositary Units.

            ·

              the
                total possible shares underlying the convertible notes, assuming
                no
                interest payments and complete conversion throughout the term of
                the
                note;

    Pursuant
      to the Indenture, the Company is obligated to make cash interest payments on
      the
      Notes at a floating rate, with a maximum interest rate of 5.5%. All interest
      payments by the Company are payable solely in cash and the Company does not
      have
      a “payment-in-kind” option. Therefore, the total possible number of Depositary
      Units underlying the Notes is the 4,525,058 Depositary Units being registered
      in
      the S-3 Registration Statement (subject to adjustment as discussed
      below).

            ·

              the
                combined market price of the total number of shares underlying the
                convertible note, calculated by using the market price per share
                on the
                date of the sale of the convertible note and the total possible shares
                underlying the convertible
                note;

    As
      stated
      above, the total possible number of Depositary Units underlying the Notes is
      the

Mail Stop 3561

 July 18, 2007

Keith A. Meister, Principal Executive Officer
American Real Estate Partners, L.P.
767 Fifth Avenue, Suite 4700
New York, New York  10153

Re: American Real Estate Partners, L.P.
Registration Statement on Form S-3
Filed June 21, 2007
File No. 333-143930

American Real Estate Partners, L.P. and co-registrants
Registration Statement on Form S-4
Filed June 21, 2007
File Nos. 333-143929, -01, & -02

Dear Mr. Meister:

We have limited our review of your filings to those issues we have addressed in
our comments.  Where indicated, we think you should revise your documents in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Registration Statement on Form S-3
1. Please provide us, with a view toward di sclosure in the prospectus, with the
total dollar value of the s ecurities underlying the convert ible notes that you have
registered for resale using the number of underlying securities that you have

Keith A. Meister
American Real Estate Partners, L.P.
July 18, 2007  Page 2
registered for resale and the market price per share for those securities on the date of the sale of the convertible note.
2. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of the dollar amount of each payment, including the value of any
payments to be made in common stock, in  connection with the transaction that
you have made or may be required to ma ke to any selling shareholder, any
affiliate of a selling shareholder, or any person with whom any selling shareholder has a contractual relationsh ip regarding the tr ansaction, including
any interest payments, liquidated damage s, payments made to “finders” or
“placement agents,” and any other payments or potential payments.  Please provide footnote disclosure of the terms of each such payment.  Please do not
include any repayment of principal on th e convertible notes in this disclosure.
Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure of the net proceeds to the issuer from the sale of the convertible notes and the total possible payments to all selling shareholders and any of their
affiliates in the first year following the sale of convertible notes.
3. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:
• the total possible profit the selling shar eholders could rea lize as a result of
the conversion discount for the secur ities underlying the convertible note,
presented in a table with the followi ng information disclosed separately:
o the market price per share of the securities underlying the convertible
note on the date of the sale of the convertible note; and
o the conversion price per share of th e underlying securitie s on the date of
the sale of the convertible note, calculated as follows:
ƒ if the conversion price per share is set at a fixed price, use the price
per share established in the convertible note; and
ƒ if the conversion price per share is not set at a fixed price and,
instead, is set at a floating rate in relationship to the market price of
the underlying security, use the c onversion discount rate and the
market rate per share on the date of the sale of the convertible note
and determine the conversion price per share as of that date;
• the total possible shares underlying the convertible note, assuming no
interest payments and complete conv ersion throughout the term of the note;

Keith A. Meister
American Real Estate Partners, L.P.
July 18, 2007  Page 3
• the combined market price of the total number of shares underlying the
convertible note, calculated by using th e market price per share on the date
of the sale of the convertible note and the total possible shares underlying
the convertible note;
• the total possible shares the selling shareholders may receive and the
combined conversion price of the to tal number of shares underlying the
convertible note calculated by using the conversion price on the date of the sale of the convertible note and the total possible number of shares the
selling shareholders may receive; and
• the total possible discount to  the market price as of th e date of the sale of the
convertible note, calculated by subtr acting the total conv ersion price on the
date of the sale of the convertible no te from the combined market price of
the total number of shares underlying the convertible note on that date.
If there are provisions in th e convertible note that could result in a change in the
price per share upon the occurrence of cer tain events, please provide additional
tabular disclosure as appropriate.  For ex ample, if the conversion price per share
is fixed unless and until the market pri ce falls below a stated price, at which
point the conversion price per share drops to a lowe r price, please provide
additional disclosure.
4. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:
• the total possible profit to be realized as a result of  any conversion discounts
for securities underlying any other warrants, options, notes, or other securities of the issuer that are held by the selling shareholders or any affiliates of the selling shareholders, pr esented in a table with the following
information disclosed separately:
o market price per share of the underlying securities on the date of the sale
of that other security; and
o the conversion/exercise price per share as  of the date of the sale of that
other security, calculated as follows:
ƒ if the conversion/exercise price per share is set at a fixed price, use
the price per share on the date of th e sale of that other security; and
ƒ if the conversion/exercise price per share is not set at a fixed price
and, instead, is set at a floating ra te in relationship to the market

Keith A. Meister
American Real Estate Partners, L.P.
July 18, 2007  Page 4
price of the underlying security, us e the conversion/exercise discount
rate and the market rate per share on the date of the sale of that other
security and determine the conversion price per share as of that date;
• the total possible shares to be received under the particular securities,
assuming complete conversion/exercise;
• the combined market price of th e total number of underlying shares,
calculated by using the market price per sh are on the date of the sale of that
other security and the total possible shares to be received;
• the total possible shares to  be received and the comb ined conversion price of
the total number of shares underlying th at other security calculated by using
the conversion price on the da te of the sale of that  other security and the
total possible number of underlying shares; and
• the total possible discount to the market price as of the date of the sale of
that other security, calculated by subt racting the total conversion/exercise
price on the date of the sale of that ot her security from the combined market
price of the total number of unde rlying shares on that date.
5. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:
• the gross proceeds paid or payable to  the issuer in the convertible note
transaction;
• all payments that have been made or that may be required to be made by the
issuer that are disclosed in re sponse to current comment 2;
• the resulting net proceeds to the issuer; and
• the combined total possible profit to be realized as a result of any conversion
discounts regarding the secu rities underlying the c onvertible notes and any
other warrants, options, notes, or other s ecurities of the issuer that are held
by the selling shareholders or any affiliates of the selling shareholders that is disclosed in response to current comments 3 and 4.
Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure – as a percentage – of the total amount of all possible payments, as
disclosed in response to current commen t 2, and the total pos sible discount to
the market price of the shares underlying the convertible note, as disclosed in
response to current comment 3, divided by the net proceeds to the issuer from

Keith A. Meister
American Real Estate Partners, L.P.
July 18, 2007  Page 5
the sale of the convertible notes, as well as the amount of that resulting
percentage averaged over the te rm of the convertible notes.
6. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of all prior securities transact ions between the issuer, or any of its
predecessors, and the selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling shareholder has a contractual relationship rega rding the transaction, or any predecessors of those
persons, with the table including the follo wing information disclosed separately
for each transaction:
• the date of the transaction;
• the number of shares of the class of secu rities subject to the transaction that
were outstanding prior to the transaction;
• the number of shares of the class of secu rities subject to the transaction that
were outstanding prior to the transacti on and held by persons other than the
selling shareholders, affiliates of th e company, or affiliates of the selling
shareholders;
• the number of shares of the class of secu rities subject to the transaction that
were issued or issuable in connection with the transaction;
• the percentage of total is sued and outstanding securiti es that were issued or
issuable in the transaction, assuming full issuance, with the percentage calculated by taking the number of shar es issued and outstanding prior to the
applicable transaction and held by persons other than the selling
shareholders, affiliates of the company, or affiliates of the selling shareholders, and dividing that number by the number of shares issued or
issuable in connection with the applicable transaction;
• the market price per share of the class of  securities subject to the transaction
immediately prior to the tr ansaction, reverse split ad justed, if necessary; and
• the current market price per share of the class of securities subject to the
transaction, reverse split adjusted, if necessary.
7. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure comparing:

Keith A. Meister
American Real Estate Partners, L.P.
July 18, 2007  Page 6
• the number of shares outstanding prior to the convertible note
transaction that are held by persons other than the selling shareholders,
affiliates of the company, and affiliates of the selling shareholders;
• the number of shares registered for re sale by the selling shareholders or
affiliates of the selling shareholders in prior registration statements;
• the number of shares registered for re sale by the selling shareholders or
affiliates of the selling shareholders that continue to be held by the selling shareholders or affiliates of the selling shareholders;
• the number of shares that have been so ld in registered resale transactions
by the selling shareholders or affiliates of the selling shareholders; and
• the number of shares registered fo r resale on behalf of the selling
shareholders or affiliates of the selling shareholders in the current transaction.
In this analysis, the calculation of th e number of outstanding shares should
not include any securities  underlying any outstanding convertible securities,
options, or warrants.
8. Please provide us, with a view toward di sclosure in the prospectus, with the
following information:
• whether the issuer has th e intention, and a reason able basis to believe
that it will have the financial ability, to make all payments on the overlying securities; and
• whether – based on information obtained from the selling shareholders – any
of the selling shareholders have an existing short position in the company’s
common stock and, if any of the selling shareholders have an existing short
position in the company’s stock, the following additional information:
o the date on which each such selling sh areholder entered into that short
position; and
o the relationship of the date on which each such selling shareholder entered into that short position to the date of the announcement of the
convertible note transaction and the f iling of the registration statement,
e.g., before or after the announcem ent of the convertible note
transaction, before the filing or af ter the filing of the registration
statement, etc.

Keith A. Meister
American Real Estate Partners, L.P.
July 18, 2007  Page 7
9. Please provide us, with a view toward disclosure in the prospectus, with:
• a materially complete description of the relationships and arrangements that
have existed in the past three years or  are to be performed in the future
between the issuer, or any of its predecessors, and the selling shareholders,
any affiliates of the selling sharehol ders, or any person with whom any
selling shareholder has a contractual relationship regarding the transaction,
or any predecessors of those pers ons – the information provided should
include, in reasonable detail, a comp lete description of the rights and
obligations of the parties in connecti on with the sale of the convertible
notes; and
• copies of all agreements between the issuer, or any of its predecessors, and
the selling shareholders, any affiliates of the selling shareholders, or any
person with whom any selling share holder has a contractual relationship
regarding the transaction, or any predecessors of those persons, in
connection with the sale of the convertible notes.
If it is your view th at such a description of the relationships and arrangements
between and among those parties already is presented in the prospectus and that all agreements between and/or among those parties are included as exhibits to
the registration statement, please provide us with confirmation of your view in
this regard.
10. Please provide us, with a view toward disclosure in the prospectus, with a
description of the method by which th e company determined the number of
shares it seeks to register in connection w ith this registration statement.  In this
regard, please ensure that the number of shares registered in the fee table is consistent with the shares listed in the Stock Ownership of Management and
Principal Stockholders section and the Selling Stockholders section of the
prospectus.
11. We note that the Lear Corporation sh areholders have voted down your buyout
offer.  Please disclose this fact in this registration statement and thoroughly
revise the registration statement in all th e applicable locations to account for this
recent development.  In this regard, please discuss your plans regarding the Lear Corporation going forward.

Selling Securityholders, page 36
12. With respect to the shares to be offered for resale by each selling securityholder that is a legal entity, plea se disclose the natural pers on or persons who exercise

Keith A. Meister
American Real Estate Partners, L.P.
July 18, 2007  Page 8
the sole or shared voting or dispositive powers with respect to the securities to be offered by that securityholder.

Incorporation of Certain Docu ments by Referenc

July 11, 2005

Mail Stop 4561

Jon F. Weber
President
American Real Estate Partners, L.P.
100 South Bedford Road
Mt. Kisco, NY 10549

Re: American Real Estate Partners, L.P.
  Registration Statement on Form S-3
  Filed June 22, 2005
  File No. 333-126069

Dear Mr. Weber:

This is to advise you that we have limited  our review of the above registration
statement to the following comments.  Wher e indicated, we think you should revise your
document in response to these comments.  If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may or  may not raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicab le disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone  numbers listed at the end of this letter.

General
1. Please tell us how you determined S-3 el igibility for your co-issuer of debt
securities, American Real Estate Finance Corporation (AREP Finance).  For example, we note that AREP Finance doe s not meet the registrant requirements
set forth in General Instruction I of Fo rm S-3 and, that as a majority owed
subsidiary, Instruction I.C. applies. Since this is an unallocated shelf offering, it is unclear whether the terms of the debt secu rities registered by your co-issuer meet
the applicable transaction requirements fo r purposes of S-3 eligibility. Refer to
Instruction B.2 and I.C. of Form S-3.  Pl ease note also that it is unclear whether
American Real Estate Partners, L.P. is guaranteeing the debt since the guarantee is not included in the fee table.

Jon F. Weber
American Real Estate Partners, L.P.
July 11, 2005 Page 2
Exhibits
2. Please tell us why you have not filed the indenture relating to th e debt securities.
Refer to Section 305 of the Trust Inde nture Act of 1939.  Please note that an
indenture must be filed and qualified prior to effectiveness of the registration statement where the debt securities are being offered on a delayed basis and the
specific terms of that debt have yet to be determined.  See Manual of Publicly
Available Telephone Interpretations, July 1997, Section D.31.
3. Although the Form T-1 may be f iled as an exhibit at the time of a take down off
the shelf, please revise to list the Form T-1 as Exhibit 25 and indicate that you will file it by amendment.
4. Please file a signed legal opinion pursuan t to Item 601 of Regulation S-K which
should be filed pre-effectively for a shel f offering.  You may include assumptions
in your opinion regarding the actual future issuance of the securities.  However, note that a clean legal opinion verifying the substance of those prior assumptions
must be filed with each take down.
5. Please confirm our understanding that you wi ll file a tax opinion with each take
down. Refer to Item 601(b)(8).

* * *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

Jon F. Weber
American Real Estate Partners, L.P.
July 11, 2005 Page 3
‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

‚ the company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Please contact Charito A. Mittelman at 202-551-3402 or me at 202-551-3780 with
other questions.

 Sincerely,

 Elaine Wolff
 Branch Chief

cc: Steven Wasserman, Esq. ( via facsimile)

CORRESP
1
filename1.htm

ACCELERATION REQUEST

American Real Estate Partners,
L.P.

American Real Estate Finance Corp.

100 South Bedford Road

Mt. Kisco, NY 10549

(914) 242-7700

May 4, 2006

VIA FAX AND EDGAR

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Attn: Charito A. Mittleman, Esq.

Division of Corporation Finance

     Re:
American Real Estate Partners, L.P.

            American
Real Estate Finance Corp.

            Registration
Statement on Form S-3 (File No. 333-126069)

Ladies and Gentlemen:

     The undersigned hereby request acceleration of the effective date of the
above-captioned Registration Statement be granted by the Commission in order
that the Registration Statement shall become effective at 10:00 a.m. on Monday,
May 8, 2006, or as soon thereafter as practicable.

     The registrants hereby acknowledge that the disclosure in the above
referenced filing is the responsibility of the registrants. The registrants
acknowledge that staff comment or changes in response to staff comment in the
proposed disclosure in the registration statement may not be asserted as a
defense in any proceeding which may be brought by any person with respect to
this matter. The registrants also represent to the Commission that should the
Commission or the staff acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action
with respect to the filing and the registrants represent that they will not
assert this action as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

(Remainder of page intentionally left blank. Signature page to follow)

Sincerely,
American Real Estate Partners,
L.P.
American Real Estate Finance Corp.
By:    /s/
Jon F.
Weber

          Jon F. Weber

          President and Chief Financial Officer

(Signature page to Acceleration Request for AREP Form S-3)

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                                                    1251 Avenue of the Americas
                                                  New York, New York 10020-1104
                                            main 212.835.6000  fax 212.835.6001

                                                            STEVEN L. WASSERMAN
                                              steven.wasserman@piperrudnick.com
                                          direct 212.835.6148  fax 212.884.8448

                                 April 21, 2006

VIA EDGAR

Elaine Wolff
Branch Manager
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

         Re:      American Real Estate Partners, L.P.
                  File No. 333-126069
                  Registration Statement on Form S-3
                  Filed June 22, 2005

Dear Ms. Wolff:

     On behalf of American Real Estate Partners, L.P. ("AREP" or the "Company"),
we are transmitting responses to your letter of comments dated July 11, 2005,
relating to the above-referenced filing.

     The following responses to the Staff's comments are numbered to correspond
to the number and heading of the paragraphs set forth in your letter of comment
(which is reproduced below).

General
-------

     1. Please tell us how you determined S-3 eligibility for your co-issuer of
     debt securities, American Real Estate Finance Corporation (AREP Finance).
     For example, we note that AREP Finance does not meet the registrant
     requirements set forth in General Instruction I of Form S-3 and, that as a
     majority owed subsidiary, Instruction I.C. applies. Since this is an
     unallocated shelf offering, it is unclear whether the terms of the debt
     securities registered by your co-issuer meet the applicable transaction
     requirements for purposes of S-3 eligibility. Refer to Instruction B.2 and
     I.C. of Form S-3. Please note

<PAGE>
                                                                      Page 2

     also that it is unclear whether American Real Estate Partners, L.P. is
     guaranteeing the debt since the guarantee is not included in the fee table.

     Response: Under Instruction I.C.3. to Form S-3, security offerings by a
     majority owned subsidiary may be registered under the form if "the parent
     of the registrant subsidiary meets the Registrant Requirements and the
     applicable Transaction Requirement and provides a full and unconditional
     guarantee as defined in Rule 3-10 of Regulation S-X of the payment
     obligations on the securities being registered, and the securities being
     registered are non-convertible securities, other than common equity."

     AREP will provide a full and unconditional guarantee as defined in Rule
     3-10 of Regulation S-X of the payment obligations on debt securities
     offered by AREP Finance. The guarantee by AREP of debt securities offered
     by AREP Finance has been included in the fee table of Amendment No.1 to the
     Registration Statement on Form S-3.

Exhibit
-------

  1. Please tell us why you have not filed the indenture relating to the debt
     securities. Refer to Section 305 of the Trust Indenture Act of 1939. Please
     note that an indenture must be filed and qualified prior to effectiveness
     of the registration statement where the debt securities are being offered
     on a delayed basis and the specific terms of that debt have yet to be
     determined. See Manual of Publicly Available Telephone Interpretations,
     July 1997, Section D.31.

     Response: AREP has included the indentures relating to the debt securities
     as exhibits to Amendment No. 1 to the Registration Statement on Form S-3.

  2. Although the Form T-1 may be filed as an exhibit at the time of a take
     down off the shelf, please revise to list the Form T-1 as Exhibit 25 and
     indicate that you will file it by amendment.

     Response: AREP has revised the exhibit index to include as Exhibit 25.1 the
     Statement of Eligibility and Qualification under the Trust Indenture Act of
     1939 under the Indenture and to indicate that Exhibit 25.1 will be filed by
     amendment.

  3. Please file a signed legal opinion pursuant to Item 601 of Regulation S-K
     which should be filed pre-effectively for a shelf offering. You may include
     assumptions in your opinion regarding the actual future issuance of the
     securities. However, note that a clean legal opinion verifying the
     substance of those prior assumptions must be filed with each take down.

     Response: A signed legal opinion pursuant to Item 601 of Regulation S-K has
     been filed as Exhibit 5.1 to Amendment No. 1 to the Registration Statement
     on Form S-3. A clean legal opinion will be filed with each take-down.

<PAGE>
                                                                       Page 3

 4. Please confirm our understanding that you will file a tax opinion with
     each take down. Refer to Item 601(b)(8).

     Response: Pursuant to Item 601(b)(8) of Regulation S-K, with each take-down
     where the tax consequences are material to an investor and a representation
     as to the tax consequences is set forth in the filing, AREP will file an
     opinion of counsel or of an independent public or certified public
     accountant or, in lieu thereof, a revenue ruling from the Internal Revenue
     Service, supporting the tax matters and consequences to the shareholders as
     described in the filing.

     Please call the undersigned at (212) 835-6148 or James T. Seery of this
firm at (212) 835-6030 if you have any questions or require further information.
Please advise us if we can assist you in order to facilitate the review of the
above-referenced documents. Thank you.

                                                     Very Truly Yours,

                                                     Steven L. Wasserman

cc:  Jon F. Weber

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