<SEC-DOCUMENT>0000921669-12-000032.txt : 20120112
<SEC-HEADER>0000921669-12-000032.hdr.sgml : 20120112
<ACCEPTANCE-DATETIME>20120112173014
ACCESSION NUMBER:		0000921669-12-000032
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20120110
ITEM INFORMATION:		Regulation FD Disclosure
FILED AS OF DATE:		20120112
DATE AS OF CHANGE:		20120112

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ICAHN ENTERPRISES L.P.
		CENTRAL INDEX KEY:			0000813762
		STANDARD INDUSTRIAL CLASSIFICATION:	MOTOR VEHICLE PARTS & ACCESSORIES [3714]
		IRS NUMBER:				133398766
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-09516
		FILM NUMBER:		12524871

	BUSINESS ADDRESS:	
		STREET 1:		767 FIFTH AVENUE
		STREET 2:		SUITE 4700
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10153
		BUSINESS PHONE:		212-702-4300

	MAIL ADDRESS:	
		STREET 1:		767 FIFTH AVENUE
		STREET 2:		SUITE 4700
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10153

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AMERICAN REAL ESTATE PARTNERS L P
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>iep8k701011212.txt
<TEXT>

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

                                   FORM 8-K/A

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

       Date of Report (Date of earliest event reported): January 12, 2012

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

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

         767 Fifth Avenue, Suite 4700, New York, NY       10153
         ----------------------------------------     ----------
         (Address of Principal Executive Offices)     (Zip Code)


       Registrant's Telephone Number, Including Area Code: (212) 702-4300
       ------------------------------------------------------------------
         (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 communication 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))

<PAGE>

ITEM 7.01.           REGULATION FD DISCLOSURE

As  previously  reported  on the Current Report on Form 8-K of Icahn Enterprises
L.P.  ("Icahn  Enterprises")  filed  on  January 6, 2012 (the "Prior Form 8-K"),
Icahn Enterprises disclosed certain information, including information regarding
the  performance  of  the various private investment funds (the "Funds") through
which  Icahn  Enterprises' invests its proprietary capital within its Investment
segment.  In  the Prior Form 8-K, Icahn Enterprises disclosed that the Funds had
gross returns of approximately 34.7% for the fiscal year ended December 31, 2011
and  has  assets  under management of $6.5 billion as of December 31, 2011, $3.1
billion  of  which  represents Icahn Enterprises' investment. In addition, since
their  inception  in  November  2004  through  December 31, 2011, the Funds have
experienced  a gross rate of return of 156%. Icahn Enterprises also disclosed in
the  Prior Form 8-K that since their inception in November 2004 through December
31,  2011,  the  Funds  have  experienced  an  annualized  rate  of  return  of
approximately  19%.  The  reference  to 19% should have been 14%. Similarly, the
Form 10-Q for the period ending September 30, 2011 disclosed that the annualized
rate  of  return  from inception in November 2004 through September 30, 2011 was
18.7%.  The reference in the Form 10-Q to 18.7% should have been 12.7%. Neither
the  reference  in  the Prior Form 8-K nor the reference in the Form 10-Q affect
any  other  previously  reported  historical  financial  information.

This  amendment  to  the  Prior  Form  8-K  is  neither  an  offer to sell nor a
solicitation  of  an  offer  to  buy  any  securities  of  Icahn  Enterprises.

ITEM 9.01.           FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

      None.


      [Remainder of page intentionally left blank; signature page follows]


<PAGE>

                                   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/ Daniel Ninivaggi
                                                  Dominick Ragone
                                                  ---------------
                                                  Chief Financial Officer

Date:     January 12, 2012
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>