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PROSKAUER
ROSE LLP 1585 BROADWAY NEW YORK, NY
10036-8299
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Julie
Allen
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Member
of the Firm
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Direct
Dial 212.969.3155
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jallen@proskauer.com
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December
27, 2010
VIA
ELECTRONIC TRANSMISSION
Justin
Dobbie, Esq.
Special
Counsel
United
States Securities and Exchange Commission
Corporation
Finance
100 F
Street, N.E.
Washington,
D.C. 20549-1004
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Re:
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Icahn
Enterprises L.P. and Icahn Enterprises Finance
Corp.
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Registration
Statement on Form S-4
File No.
333-170977
Filed on
December 3, 2010
Dear Mr.
Dobbie:
Reference
is made to the comments of the Staff of the Securities and Exchange Commission
(the “Commission”) with
respect to the Registration Statement on Form S-4 (File No. 333-170977) (the
“Registration Statement”) of Icahn Enterprises L.P., a Delaware limited
partnership (the “Icahn Enterprises”),
and Icahn Enterprises Finance Corp., a Delaware corporation (“Icahn Enterprises
Finance” and, together with Icahn Enterprises, the “Company”), in your
letter dated December 15, 2010 (the “Comment
Letter”).
We are
writing to respond to the comment contained in the Comment Letter.
For your
convenience, your comment is set forth in this letter in bold italics, followed
by our response.
Boca Raton
| Boston | Chicago | Hong Kong | London | Los Angeles | New Orleans | New York |
Newark | Paris | São Paulo | Washington, D.C.
Justin
Dobbie, Esq.
United
States Securities and Exchange Commission
December
27, 2010
Page 2
of 2
Supplemental
Letter
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1.
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We note that you are
registering 7 ¾% senior notes due 2016 and 8% senior notes due 2018 in
reliance on our position enunciated in Exxon Capital Holdings Corp., SEC
No-Action Letter (April 13, 1988). See also Morgan Stanley & Co.
Inc., SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC
No-Action Letter (July 2, 1993). Accordingly, with the next
amendment, please provide us with a supplemental letter stating that you
are registering the exchange offer in reliance on our position contained
in these letters and include the representations contained in the Morgan
Stanley and Shearman & Sterling no-action
letters.
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Contemporaneously
with the submission of this letter, the Company is filing a supplemental letter
stating that the Company is registering the exchange offer in reliance on the
Commission’s position enunciated in the abovementioned no-action letters and
including the representations contained in the Morgan Stanley and
Shearman & Sterling no-action letters.
In connection with responding to the
Comment Letter, the Company acknowledges that (i) the Company is responsible for
the adequacy and accuracy of the disclosure in the filing; (ii) staff comments
or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and (iii) the
Company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
We would appreciate your prompt review
of these materials and your prompt notification to us if you have further
comments or questions. Please contact me should you have any questions or
additional comments.
Very
truly yours,
/s/ Julie
M. Allen
Enclosures
cc: Daniel
A. Ninivaggi (Icahn Enterprises L.P.)