0001144204-12-055161.txt : 20130308 0001144204-12-055161.hdr.sgml : 20130308 20121009123123 ACCESSION NUMBER: 0001144204-12-055161 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121009 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: CORRESP BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: SUITE 4600 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: SUITE 4600 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN REAL ESTATE PARTNERS L P DATE OF NAME CHANGE: 19920703 CORRESP 1 filename1.htm

ICAHN ENTERPRISES L.P.

ICAHN ENTERPRISES FINANCE CORP.

Icahn Enterprises Holdings L.P.

767 Fifth Avenue – Suite 4700

New York, New York 10153

October 9, 2012

VIA ELECTRONIC TRANSMISSION

Justin Dobbie

Legal Branch Chief

United States Securities and Exchange Commission

Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-1004

Re:

Icahn Enterprises L.P.

Registration Statement on Form S-4

Filed September 5, 2012

File No. 333-183728 & -01 to -02

Dear Mr. Dobbie:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, Icahn Enterprises L.P., Icahn Enterprises Finance Corp. and Icahn Enterprises Holdings L.P. (collectively, the “Company”) hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-4, File No. 333-183728 (the “Registration Statement”) so that it may become effective at 12:00 Noon Eastern Time on Friday, October 12, 2012, or as soon thereafter as practicable.

The Company hereby acknowledges that:

(a) should the United States Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(b) the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement; and

(c) it may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

	Icahn Enterprises L.P.


	By:	Icahn Enterprises G.P. Inc.,
		its general partner

	By:	/s/ Peter Reck
		Name: Peter Reck
		Title: Chief Accounting Officer


	Icahn Enterprises Finance Corp.

	By:	/s/ Peter Reck
		Name: Peter Reck
		Title: Chief Accounting Officer


	Icahn Enterprises holdings L.P.


	By:	Icahn Enterprises G.P. Inc.,
		its general partner

	By:	/s/ Peter Reck
		Name: Peter Reck
		Title: Chief Accounting Officer