8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 2, 2011

ICAHN ENTERPRISES L.P.

    (Exact Name of Registrant as Specified in Its Charter)

Delaware	1-9516	13-3398766
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

767 Fifth Avenue, Suite 4700, New York, NY   10153

(Address of Principal Executive Offices)   (Zip Code)

(212) 702-4300

    (Registrant's Telephone Number, Including Area Code)

N/A

    (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 - Financial Information

Item 2.02   Results of Operations and Financial Condition.

On November 2, 2011, Icahn Enterprises L.P. issued a press release reporting its financial results for the three and nine months ended September 30, 2011. The press release also provides information for accessing its quarterly conference call and Webcast, which will be held on November 3, 2011. A copy of the press release is attached hereto as Exhibit 99.1.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended.

Section 9 - Financial Statements and Exhibits

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits

99.1 -  Press Release dated November 2, 2011.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ICAHN ENTERPRISES L.P.
	(Registrant)
By:	Icahn Enterprises G.P. Inc., its general partner
By:	/s/ Dominick Ragone
	Dominick Ragone
	Chief Financial Officer

Date:   November 2, 2011

EX-99.1

EXHIBIT 99.1

Icahn Enterprises L.P. Reports Third Quarter Financial Results

NEW YORK, Nov. 2, 2011 /PRNewswire/ -- Icahn Enterprises L.P. (NYSE: IEP) reported revenues of $8.7 billion for the nine months ended September 30, 2011, as compared to $6.6 billion for the nine months ended September 30, 2010. Net income attributable to Icahn Enterprises was $490 million for the nine months ended September 30, 2011, or $5.46 per LP unit, compared to net income attributable to Icahn Enterprises of $117 million, or $1.37 per LP unit, for the comparable period in 2010.

For the three months ended September 30, 2011, revenues were $2.5 billion as compared to $2.8 billion for the three months ended September 30, 2010.  Net loss attributable to Icahn Enterprises was $39 million for the three months ended September 30, 2011, or a loss of $0.44 per LP unit, compared to a net income attributable to Icahn Enterprises of $298 million, or $3.31 per LP unit, for the comparable period in 2010.

Icahn Enterprises L.P. will continue its quarterly cash distribution of $0.10 per unit on its depositary units for the third quarter of 2011. The distribution will be paid on December 1, 2011 to depositary unit holders of record at the close of business on November 18, 2011.

Conference Call Information

Icahn Enterprises L.P. will discuss its third quarter results on a conference call and Webcast on Thursday, November 3, 2011 at 10:00 a.m. EDT.  The Webcast can be viewed live on Icahn Enterprises L.P.'s website at www.icahnenterprises.com.  It will also be archived and made available at www.icahnenterprises.com under the Investor Relations section.  The toll-free dial-in number for the conference call in the United States is (800) 938-1410.  The international number is (702) 696-4768.  The access code for both is 24564267.

Icahn Enterprises L.P. (NYSE: IEP), a master limited partnership, is a diversified holding company engaged in eight primary business segments: Investment Management, Automotive, Gaming, Railcar, Food Packaging, Metals, Real Estate and Home Fashion.

Caution Concerning Forward-Looking Statements

Results for any interim period are not necessarily indicative of results for any full fiscal period.  This release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, many of which are beyond our ability to control or predict. Forward-looking statements may be identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will” or words of similar meaning and include, but are not limited to, statements about the expected future business and financial performance of Icahn Enterprises L.P. and its subsidiaries. Among these risks and uncertainties are risks related to economic downturns, substantial competition and rising operating costs; risks related to our investment management activities, including the nature of the investments made by the Investment Funds we manage, losses in the Investment Funds and loss of key employees; risks related to our automotive activities, including exposure to adverse conditions in the automotive industry, and risks related to operations in foreign countries; risk related to our gaming operations, including reductions in discretionary spending due to a downturn in the local, regional or national economy, intense competition in the gaming industry from present and emerging internet online markets and extensive regulation; risks related to our railcar activities, including reliance upon a small number of customers that represent a large percentage of  revenues and backlog, the health of and prospects for the overall railcar industry and the cyclical nature of the railcar manufacturing business; risks related to our food packaging activities, including competition from better capitalized competitors, inability of its suppliers to timely deliver raw materials, and the failure to effectively respond to industry changes in casings technology;  risks related to our scrap metals activities, including potential environmental exposure; risks related to our real estate activities, including the extent of any tenant bankruptcies and insolvencies; risks related to our home fashion operations, including changes in the availability and price of raw materials, and changes in transportation costs and delivery times; and other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission. Past performance in our Investment Management segment is not necessarily indicative of future performance. We undertake no obligation to publicly update or review any forward-looking information, whether as a result of new information, future developments or otherwise.

APPENDIX I
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per unit data)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
	(Unaudited)
Revenues	$	2,470		$	2,825		$	8,735		$	6,631
Expenses	2,509			2,053			7,552			6,119
(Loss) income before income tax expense	(39		)	772			1,183			512
Income tax expense	(13		)	(7		)	(55		)	(19		)
Net (loss) income	(52		)	765			1,128			493
Less: net loss (income) attributable to non-controlling interests	13			(467		)	(638		)	(376		)
Net (loss) income attributable to Icahn Enterprises	$	(39	)	$	298		$	490		$	117
Basic (loss) income per LP unit	$	(0.44	)	$	3.44		$	5.58		$	1.37
Basic weighted average LP units outstanding	86			85			86			84
Diluted (loss) income per LP unit	$	(0.44	)	$	3.31		$	5.46		$	1.37
Diluted weighted average LP units outstanding	86			90			91			84

APPENDIX II
CONSOLIDATED BALANCE SHEETS
(In millions, except unit amounts)
	September 30, 2011			December 31, 2010
ASSETS	(Unaudited)
Cash and cash equivalents	$	2,171		$	2,963
Cash held at consolidated affiliated partnerships and restricted cash	2,734			2,174
Investments	8,311			7,470
Accounts receivable, net	1,446			1,285
Due from brokers	89			50
Inventories, net	1,402			1,163
Property, plant and equipment, net	3,535			3,455
Goodwill	1,141			1,129
Intangible assets, net	956			999
Other assets	693			650
Total Assets	$	22,478		$	21,338
LIABILITIES AND EQUITY
Accounts payable	$	942		$	844
Accrued expenses and other liabilities	1,921			2,277
Securities sold, not yet purchased, at fair value	2,142			1,219
Due to brokers	2,351			1,323
Post-employment benefit liability	1,231			1,272
Debt	6,489			6,509
Total liabilities	15,076			13,444
Commitments and contingencies
Equity:
Limited partners: Depositary units: 92,400,000 authorized; issued 86,708,914         at September 30, 2011 and 85,865,619 at December 31, 2010; outstanding         85,571,714 at September 30, 2011 (including 843,295 units issued as a unit         distribution on May 31, 2011) and 84,728,419 at December 31, 2010	3,916			3,477
General partner	(273		)	(282		)
Treasury units at cost: 1,137,200 depositary units	(12		)	(12		)
Equity attributable to Icahn Enterprises	3,631			3,183
Equity attributable to non-controlling interests	3,771			4,711
Total Equity	7,402			7,894
Total Liabilities and Equity	$	22,478		$	21,338

Investor Contact:

Dominick Ragone

Chief Financial Officer

(212) 702-4300