SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): November 5, 2008
Icahn
Enterprises L.P.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-9516
|
13-3398766
|
|
(State
or Other Jurisdiction of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
767
Fifth Avenue, Suite 4700, New
York,
NY 10153
|
|
(Address
of Principal Executive Offices) (Zip
Code)
|
Registrant’s
Telephone Number, Including Area Code: (212)
702-4300
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
| o |
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Section
8 - Other Events
Item
8.01. Other Events
Attached
hereto as Exhibit 23.1 is the consent of Grant Thornton LLP to
incorporation by reference of its reports contained in Icahn Enterprises LP’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2007.
Section
9 - Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits
| (d) |
Exhibits
|
Exhibit
23.1 - Consent of Grant Thornton LLP.
Exhibit
Index
| 23.1 |
Consent
of Grant Thornton LLP
|
[remainder
of page intentionally left blank; signature page follows]
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ICAHN
ENTERPRISES L.P.
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||||
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(Registrant)
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||||
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By:
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Icahn
Enterprises G.P. Inc.
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|||
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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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||||
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Principal
Financial Officer
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||||
| Date: |
November
5, 2008
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CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
have
issued our reports dated March 17, 2008, with respect to the consolidated
financial statements (which report expressed an unqualified opinion and
contained explanatory paragraphs relating to the change in method of accounting
for its investments with the adoption of SOP 07-1, SFAS 157 and SFAS 159, the
change in method of allocating gains and losses related to dispositions of
common control acquisitions and adjustments to reflect the acquisition of
entities under common control, which have been accounted for in a manner similar
to a pooling-of-interests, as well as the reclassification of assets held for
sale or sold to discontinued operations) and internal control over financial
reporting included in the Annual Report of Icahn
Enterprises L.P. and Subsidiaries
on Form
10-K for the year ended December 31, 2007. We hereby consent to the
incorporation by reference of said reports in the Registration Statements and
Prospectus of Icahn Enterprises L.P. and Subsidiaries on Forms S-3 (File No.
333-143930, effective December 31, 2007 and File No. 333-126069, effective
May
8, 2006) and
Form S-4 (File No. 333-143929, effective December 31,
2007).
/s/
GRANT
THORNTON LLP
New
York,
New York
November
5, 2008