ICAHN ENTERPRISES L.P.

ICAHN ENTERPRISES FINANCE CORP.

Icahn Enterprises Holdings L.P.

16690 Collins Avenue, PH-1

Sunny Isles Beach, Florida 33160

  

June 2, 2021

 

VIA ELECTRONIC TRANSMISSION

 

Jeffrey Gordon

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-1004

 

Re:	Icahn Enterprises L.P., Icahn Enterprises Finance Corp. and Icahn Enterprises Holdings L.P.

Registration Statement on Form S-4

Filed May 18, 2021

File No. 333-256259

 

Dear Mr. Gordon:

 

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. hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-4, File No. 333-256259, as amended, so that it may become effective at 2:30 pm Eastern Time on June 4, 2021, or as soon thereafter as practicable. 

  

[Signature page follows]

  

 

	Very truly yours,
	Icahn Enterprises L.P.
	By:	Icahn Enterprises G.P. Inc.,
		its general partner
	By:	/s/ Ted Papapostolou
		Name:	Ted Papapostolou
		Title:	Chief Accounting Officer

   

	Icahn Enterprises Finance Corp.
	By:	/s/ Ted Papapostolou
		Name:	Ted Papapostolou
		Title:	Chief Accounting Officer

  

	Icahn Enterprises holdings L.P.
	By:	Icahn Enterprises G.P. Inc.,
		its general partner
	By:	/s/ Ted Papapostolou
		Name:	Ted Papapostolou
		Title:	Chief Accounting Officer

  

Signature Page to Acceleration Request