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.)