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                            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