ICAHN
ENTERPRISES L.P.
767 Fifth
Avenue, Suite 4700
New York,
New York 10153
May 12,
2010
VIA
ELECTRONIC TRANSMISSION
Thomas
Kluck, Esq.
Branch
Chief
United
States Securities and Exchange Commission
Corporate
Finance
100 F
Street, N.E.
Washington,
D.C. 20549-1004
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Re:
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Icahn
Enterprises L.P.
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Registration Statement
on Form S-3
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File No.
333-158705
Dear Mr.
Kluck:
Pursuant to Rule 461 of the Securities
Act of 1933, as amended, Icahn Enterprises L.P. (the “Company”) hereby requests
acceleration of the effective date of the above-referenced Registration
Statement on Form S-3, File No. 333-158705 (the “Registration Statement”) so
that it may become effective at 12:00 noon Eastern Time on Monday, May 17, 2010,
or as soon thereafter as practicable.
This is to acknowledge
that:
(a) The
Company understands that should 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
Company understands that 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) The
Company understands that 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.
Respectfully
submitted,
Icahn
Enterprises L.P.
By: Icahn
Enterprises G.P. Inc.,
its
General Partner
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By:
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/s/
Dominick Ragone
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Dominick
Ragone
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Chief
Financial Officer
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cc: Duc
Dang (Staff)
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