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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K
                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): MARCH 8, 2010


                             ICAHN ENTERPRISES L.P.
             (Exact name of Registrant as specified in its charter)


   DELAWARE                         1-9516                      13-3398766
(State or other            (Commission File Number)           (IRS Employer
jurisdiction of                                               Identification No.
incorporation


                          767 FIFTH AVENUE, SUITE 4700
                            NEW YORK, NEW YORK 10153
         (Address of Principal executive offices, including  Zip Code)

                                 (212) 702-4300
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
         (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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))

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ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On  March  8,  2010,  Tropicana  Entertainment  Inc. ("Tropicana") completed the
acquisition  of certain assets of its predecessor, Tropicana Entertainment, LLC,
and  certain  of  its subsidiaries and affiliates (together, the "Predecessors")
and  of  the  Tropicana  Resort  and Casino-Atlantic City ( the "Tropicana AC").
These  transactions,  referred  to  as  the  "Restructuring  Transactions," were
effected  pursuant  to  the  Joint  Plan  of  Reorganization  of  Tropicana
Entertainment,  LLC and Certain of Its Debtor Affiliates Under Chapter 11 of the
Bankruptcy  Code, filed with the United States Bankruptcy Court for the District
of  Delaware  on  January  8,  2009,  as amended (the "Plan"). The Restructuring
Transactions  are  described  in  Tropicana's registration statement on Form 10,
originally  filed  with  the  Securities and Exchange Commission on November 10,
2009,  File  No. 000-53831, as amended by Amendment No. 1, filed on December 21,
2009  and  by  Post-Effective  Amendment  No.  1,  filed  on  January  25, 2010.

As  a  result of Tropicana's completion of the Restructuring Transactions, Icahn
Partners  LP ("Icahn Partners"), Icahn Partners Master Fund LP ("Icahn Master"),
Icahn  Partners  Master Fund II LP ("Icahn Master II") and Icahn Partners Master
Fund III LP ("Icahn Master III") (each of which is an indirectly held subsidiary
of  Icahn  Enterprises  L.P.)  received  4,578,984  shares  of  common  stock of
Tropicana  (the  "Tropicana  Shares"),  4,619,025  Tropicana  Shares,  1,944,281
Tropicana  Shares  and  737,731  Tropicana  Shares,  respectively.

In  addition,  in  connection  with  Tropicana's completion of the Restructuring
Transactions,  Tropicana  entered  into a credit agreement, dated as of December
29,  2009  (the  "Exit  Facility").  Each of Icahn Partners, Icahn Master, Icahn
Master  II  and Icahn Master III is a lender under the Exit Facility, and in the
aggregate,  hold  over  50%  of  the loans under the Exit Facility. Furthermore,
Icahn  Agency  Services  LLC,  an  indirect  subsidiary  of  the Company, is the
administrative  agent under the Exit Facility. Pursuant to the terms of the Exit
Facility,  the  lenders, including Icahn Partners, Icahn Master, Icahn Master II
and  Icahn  Master  III,  were issued warrants to purchase Tropicana Shares (the
"Warrants").  Icahn Partners, Icahn Master, Icahn Master II and Icahn Master III
were  issued  285,578  Warrants,  332,430  Warrants, 120,513 Warrants and 45,637
Warrants,  respectively. On March 9, 2010, each of Icahn Partners, Icahn Master,
Icahn  Master II and Icahn Master III exercised their warrants in their entirety
and  received  285,578  Tropicana  Shares,  332,430  Tropicana  Shares,  120,513
Tropicana  Shares  and  45,637  Tropicana  Shares,  respectively.

As  a  result  of  the  Tropicana  Shares  issued  pursuant to the Restructuring
Transactions  and  the  Tropicana  Shares issued pursuant to the exercise of the
Warrants,  Icahn  Partners,  Icahn  Master, Icahn Master II and Icahn Master III
hold,  in  the aggregate, 12,664,179 Tropicana Shares, which represents 49.1% of
the  outstanding  Tropicana  Shares.





ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

The  financial statements required by this Item are not being filed herewith. To
the  extent  such  information  is  required  by  this Item, it will be filed by
amendment  to  this  Current Report on Form 8-K not later than 71 days after the
date  on  which  this  Current  Report  on  Form  8-K  is  required to be filed.

(B) PRO FORMA FINANCIAL INFORMATION.

The  pro  forma  financial  information required by this Item is not being filed
herewith.  To  the  extent such information is required by this Item, it will be
filed  by  amendment  to  this Current Report on Form 8-K not later than 71 days
after the date on which this Current Report on Form 8-K is required to be filed.




                                   SIGNATURES
                                   ----------

     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
                                        -------------------
                                        Name:  Dominick Ragone
Date: March 12, 2010                    Title:  Chief Financial Officer