SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 32)*

Icahn Enterprises L.P.
(Name of Issuer)

Depositary Units Representing Limited Partner Interests
(Title of Class of Securities)

029169 10 9
(CUSIP Number)

Keith Schaitkin
Deputy General Counsel
Icahn Associates Corp.
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

August 10, 2010

(Date of Event which Requires Filing of this Statement)

If  the filing person has previously filed a statement on Schedule 13G to report
the  acquisition  which  is the subject of this Schedule 13D, and is filing this
schedule  because  Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following  box  /  /.

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies  of  the  schedule,  including all exhibits. See Section 240.13d-7(b) for
other  parties  to  whom  copies  are  to  be  sent.

*The  remainder  of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent  amendment  containing  information  which  would  alter
disclosures  provided  in  a  prior  cover  page.

The information required on the remainder of this cover page shall not be deemed
to  be  "filed"  for the purpose of Section 18 of the Securities Exchange Act of
1934  ("Act") or otherwise subject to the liabilities of that section of the Act
but  shall  be  subject  to  all  other  provisions of the Act (however, see the
Notes).

SCHEDULE 13D

CUSIP No. 029169 10 9

1     NAME OF REPORTING PERSON
Arnos Sub Corp.

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      /x/
(b)     /  /

3     SEC USE ONLY

4     SOURCE OF FUNDS
Not applicable.

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)     /  /

6     CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7     SOLE VOTING POWER
2,622,745

8     SHARED VOTING POWER
0

9     SOLE DISPOSITIVE POWER
2,622,745

10    SHARED DISPOSITIVE POWER
0

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,622,745

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/  /

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.10%

14    TYPE OF REPORTING PERSON
CO

SCHEDULE 13D

CUSIP No. 029169 10 9

1     NAME OF REPORTING PERSON
Barberry Corp.

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)     /x/
(b)     /  /

3     SEC USE ONLY

4     SOURCE OF FUNDS
Not applicable.

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)      /  /

6     CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7     SOLE VOTING POWER
2,656,444

8     SHARED VOTING POWER
7,050,228

9     SOLE DISPOSITIVE POWER
2,656,444

10    SHARED DISPOSITIVE POWER
7,050,228

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,706,672

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/  /

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.46%

14    TYPE OF REPORTING PERSON
CO

SCHEDULE 13D

CUSIP No. 029169 10 9

1     NAME OF REPORTING PERSON
Caboose Holding LLC

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)     /x/
(b)     /  /

3     SEC USE ONLY

4     SOURCE OF FUNDS
Not applicable.

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)     /  /

6     CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7     SOLE VOTING POWER
2,764,141

8     SHARED VOTING POWER
0

9     SOLE DISPOSITIVE POWER
2,764,141

10    SHARED DISPOSITIVE POWER
0

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,764,141

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES     /  /

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.26%

14    TYPE OF REPORTING PERSON
OO

SCHEDULE 13D

CUSIP  No.  029169  10  9

1     NAME  OF  REPORTING  PERSON
CCI  Offshore  LLC

2     CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP
(a)     /x/
(b)     /  /

3     SEC  USE  ONLY

4     SOURCE  OF  FUNDS
Not  applicable.

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)  or  2(e)      /  /

6     CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
Delaware

NUMBER  OF  SHARES  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON  WITH:

7     SOLE  VOTING  POWER
1,706,723

8     SHARED  VOTING  POWER
0

9     SOLE  DISPOSITIVE  POWER
1,706,723

10    SHARED  DISPOSITIVE  POWER
0

11    AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
1,706,723

12    CHECK  BOX  IF  THE  AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/  /

13    PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
2.01%

14    TYPE  OF  REPORTING  PERSON
OO

SCHEDULE 13D

CUSIP  No.  029169  10  9

1.    NAME  OF  REPORTING  PERSON
CCI  Onshore  LLC

2     CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP
(a)     /x/
(b)     /  /

3     SEC  USE  ONLY

4     SOURCE  OF  FUNDS
Not  applicable.

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)  or  2(e)      /  /

6     CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
Delaware

NUMBER  OF  SHARES  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON  WITH:

7     SOLE  VOTING  POWER
3,515,515

8     SHARED  VOTING  POWER
0

9     SOLE  DISPOSITIVE  POWER
3,515,515

10    SHARED  DISPOSITIVE  POWER
0

11    AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
3,515,515

12    CHECK  BOX  IF  THE  AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/  /

13    PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
4.15%

14    TYPE  OF  REPORTING  PERSON
OO

SCHEDULE 13D

CUSIP No. 029169 10 9

1     NAME OF REPORTING PERSON
Gascon Partners

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)     /x/
(b)     /  /

3     SEC USE ONLY

4     SOURCE OF FUNDS
Not applicable.

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)      /  /

6     CITIZENSHIP OR PLACE OF ORGANIZATION
New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7     SOLE VOTING POWER
11,892,167

8     SHARED VOTING POWER
0

9     SOLE DISPOSITIVE POWER
11,892,167

10    SHARED DISPOSITIVE POWER
0

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,892,167

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/  /

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.04%

14    TYPE OF REPORTING PERSON
PN

SCHEDULE 13D

CUSIP  No.  029169  10  9

1     NAME  OF  REPORTING  PERSON
High  Coast  Limited  Partnership

2     CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP
(a)     /x/
(b)     /  /

3     SEC  USE  ONLY

4     SOURCE  OF  FUNDS
Not  applicable.

5     CHECK  BOX  IF  DISCLOSURE  OF  LEGAL  PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS  2(d)  or  2(e)      /  /

6     CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
Delaware

NUMBER  OF  SHARES  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON  WITH:

7     SOLE  VOTING  POWER
41,060,337

8     SHARED  VOTING  POWER
3,515,515

9     SOLE  DISPOSITIVE  POWER
41,060,337

10    SHARED  DISPOSITIVE  POWER
3,515,515

11    AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
44,575,852

12    CHECK  BOX  IF  THE  AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/  /

13    PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
52.61%

14    TYPE  OF  REPORTING  PERSON
PN

SCHEDULE 13D

CUSIP No. 029169 10 9

1     NAME OF REPORTING PERSON
Highcrest Investors Corp.

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)     /x/
(b)      /  /

3     SEC USE ONLY

4     SOURCE OF FUNDS
Not applicable.

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)      /  /

6     CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7     SOLE VOTING POWER
3,866,379

8     SHARED VOTING POWER
2,622,745

9     SOLE DISPOSITIVE POWER
3,866,379

10    SHARED DISPOSITIVE POWER
2,622,745

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,489,124

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/  /

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.66%

14    TYPE OF REPORTING PERSON
CO

SCHEDULE 13D

CUSIP  No.  029169  10  9

1     NAME  OF  REPORTING  PERSON
Icahn  Management  LP

2     CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP
(a)     /x/
(b)     /  /

3     SEC  USE  ONLY

4     SOURCE  OF  FUNDS
Not  applicable.

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)  or  2(e)      /  /

6     CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
Delaware

NUMBER  OF  SHARES  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON  WITH:

7     SOLE  VOTING  POWER
3,410,441

8     SHARED  VOTING  POWER
0

9     SOLE  DISPOSITIVE  POWER
3,410,441

10    SHARED  DISPOSITIVE  POWER
0

11    AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
3,410,441

12    CHECK  BOX  IF  THE  AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/  /

13    PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
4.03%

14    TYPE  OF  REPORTING  PERSON
PN

SCHEDULE 13D

CUSIP  No.  029169  10  9

1     NAME  OF  REPORTING  PERSON
Modal  LLC

2     CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP
(a)     /x/
(b)     /  /

3     SEC  USE  ONLY

4     SOURCE  OF  FUNDS
Not  applicable.

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)  or  2(e)      /  /

6     CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
Delaware

NUMBER  OF  SHARES  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON  WITH:

7     SOLE  VOTING  POWER
562,679

8     SHARED  VOTING  POWER
0

9     SOLE  DISPOSITIVE  POWER
562,679

10    SHARED  DISPOSITIVE  POWER
0

11    AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
562,679

12    CHECK  BOX  IF  THE  AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/  /

13    PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
0.66%

14    TYPE  OF  REPORTING  PERSON
OO

SCHEDULE 13D

CUSIP No. 029169 10 9

1     NAME OF REPORTING PERSON
Thornwood Associates Limited Partnership

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)     /x/
(b)     /  /

3     SEC USE ONLY

4     SOURCE OF FUNDS
Not applicable.

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)     /  /

6     CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7     SOLE VOTING POWER
4,286,087

8     SHARED VOTING POWER
0

9     SOLE DISPOSITIVE POWER
4,286,087

10    SHARED DISPOSITIVE POWER
0

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,286,087

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES     /  /

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.06%

14    TYPE OF REPORTING PERSON
PN

SCHEDULE 13D

CUSIP No. 029169 10 9

1     NAME OF REPORTING PERSON
Arnos Corp.

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)     /x/
(b)     /  /

3     SEC USE ONLY

4     SOURCE OF FUNDS
Not applicable.

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)      /  /

6     CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7     SOLE VOTING POWER
0

8     SHARED VOTING POWER
2,622,745

9     SOLE DISPOSITIVE POWER
0

10    SHARED DISPOSITIVE POWER
2,622,745

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,622,745

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES     /  /

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.10%

14    TYPE OF REPORTING PERSON
CO

SCHEDULE 13D

CUSIP No. 029169 10 9

1     NAME OF REPORTING PERSON
Unicorn Associates Corporation

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)     /x/
(b)     /  /

3     SEC USE ONLY

4     SOURCE OF FUNDS
Not applicable.

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)      /  /

6     CITIZENSHIP OR PLACE OF ORGANIZATION
New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7     SOLE VOTING POWER
0

8     SHARED VOTING POWER
2,622,745

9     SOLE DISPOSITIVE POWER
0

10    SHARED DISPOSITIVE POWER
2,622,745

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,622,745

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES     /  /

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.10%

14    TYPE OF REPORTING PERSON
CO

SCHEDULE 13D

CUSIP No. 029169 10 9

1     NAME OF REPORTING PERSON
ACF Industries Holding Corp.

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)     /x/
(b)     /  /

3     SEC USE ONLY

4     SOURCE OF FUNDS
Not applicable.

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)      /  /

6     CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7     SOLE VOTING POWER
0

8     SHARED VOTING POWER
2,622,745

9     SOLE DISPOSITIVE POWER
0

10    SHARED DISPOSITIVE POWER
2,622,745

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,622,745

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES     /  /

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.10%

14    TYPE OF REPORTING PERSON
CO

SCHEDULE 13D

CUSIP No. 029169 10 9

1     NAME OF REPORTING PERSON
Buffalo Investors Corp.

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)     /x/
(b)     /  /

3     SEC USE ONLY

4     SOURCE OF FUNDS
Not applicable.

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)      /  /

6     CITIZENSHIP OR PLACE OF ORGANIZATION
New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7     SOLE VOTING POWER
0

8     SHARED VOTING POWER
6,489,124

9     SOLE DISPOSITIVE POWER
0

10    SHARED DISPOSITIVE POWER
6,489,124

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,489,124

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES     /  /

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.66%

14    TYPE OF REPORTING PERSON
CO

SCHEDULE 13D

CUSIP No. 029169 10 9

1     NAME OF REPORTING PERSON
Starfire Holding Corporation

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)     /x/
(b)     /  /

3     SEC USE ONLY

4     SOURCE OF FUNDS
Not applicable.

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)      /  /

6     CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7     SOLE VOTING POWER
0

8     SHARED VOTING POWER
6,489,124

9     SOLE DISPOSITIVE POWER
0

10    SHARED DISPOSITIVE POWER
6,489,124

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,489,124

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES     /  /

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.66%

14    TYPE OF REPORTING PERSON
CO

SCHEDULE 13D

CUSIP  No.  029169  10  9

1.    NAME  OF  REPORTING  PERSON
Odysseus  Holding  Corp.

2     CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER  OF  A  GROUP
(a)     /x/
(b)     /  /

3     SEC  USE  ONLY

4     SOURCE  OF  FUNDS
Not  applicable.

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)  or  2(e)      /  /

6     CITIZENSHIP  OR  PLACE  OF  ORGANIZATION
Delaware

NUMBER  OF  SHARES  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON  WITH:

7     SOLE  VOTING  POWER
0

8     SHARED  VOTING  POWER
1,706,723

9     SOLE  DISPOSITIVE  POWER
0

10    SHARED  DISPOSITIVE  POWER
1,706,723

11    AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
1,706,723

12    CHECK  BOX  IF  THE  AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/  /

13    PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)
2.01%

14    TYPE  OF  REPORTING  PERSON
CO

SCHEDULE 13D

CUSIP No. 029169 10 9

1     NAME OF REPORTING PERSON
Little Meadow Corp.

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)      /x/
(b)     /  /

3     SEC USE ONLY

4     SOURCE OF FUNDS
Not applicable.

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)     /  /

6     CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7     SOLE VOTING POWER
0

8     SHARED VOTING POWER
56,468,019

9     SOLE DISPOSITIVE POWER
0

10    SHARED DISPOSITIVE POWER
56,468,019

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,468,019

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/  /

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.65%

14    TYPE OF REPORTING PERSON
CO

SCHEDULE 13D

CUSIP No. 029169 10 9

1     NAME OF REPORTING PERSON
CCI Manager LLC

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)     /x/
(b)     /  /

3     SEC USE ONLY

4     SOURCE OF FUNDS
Not applicable.

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)      /  /

6     CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7     SOLE VOTING POWER
0

8     SHARED VOTING POWER
3,410,441

9     SOLE DISPOSITIVE POWER
0

10    SHARED DISPOSITIVE POWER
3,410,441

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,410,441

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES     /  /

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.03%

14    TYPE OF REPORTING PERSON
OO

SCHEDULE 13D

CUSIP No. 029169 10 9

1     NAME OF REPORTING PERSON
Carl C. Icahn

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)     /x/
(b)     /  /

3     SEC USE ONLY

4     SOURCE OF FUNDS
Not applicable.

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)     /  /

6     CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

7     SOLE VOTING POWER
0

8     SHARED VOTING POWER
78,343,658

9     SOLE DISPOSITIVE POWER
0

10    SHARED DISPOSITIVE POWER
78,343,658

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,343,658

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/  /

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
92.46%

14    TYPE OF REPORTING PERSON
IN

SCHEDULE 13D - Amendment No. 32

Item  1.     Security  and  Issuer

The  Schedule 13D filed with the U.S. Securities and Exchange Commission ("SEC")
on  September  24,  1990,  as  previously amended (the "Initial 13D"), is hereby
further  amended  to  furnish  the  additional  information  set  forth  in this
Amendment  No. 32 to the Initial 13D. All capitalized terms contained herein but
not  otherwise  defined  shall  have  the meanings ascribed to such terms in the
Initial  13D.  This  filing relates to the depositary units of the Issuer, Icahn
Enterprises  L.P.,  a Delaware Limited Partnership (the "Depositary Units"). The
address  of  the  principal  executive office of the Issuer is 767 Fifth Avenue,
47th  Floor,  New  York,  NY  10153.

Item  4.  Purpose  of  Transaction

Item  4  of  the Initial 13D is hereby amended by the addition of the following:

On  January 15, 2010, pursuant to a Contribution and Exchange Agreement dated as
of  January  12,  2010  (the  "ARI  Agreement"),  Barberry,  Caboose  and  Modal
contributed  to the Issuer 11,564,145 shares of common stock of American Railcar
Industries,  Inc.  ("ARI")  for  aggregate consideration consisting of 3,116,537
Depositary  Units,  subject  to  certain post-closing adjustments. On August 10,
2010,  973,498  additional  Depositary  Units  in  the  aggregate were issued to
Barberry,  Caboose  and  Modal  based  on a post-closing adjustment formula that
measures  the  amount  that the six-month volume-weighted average price of ARI's
common  stock  has  exceeded or is less than certain price targets (subject to a
ceiling)  following  the  closing  date.  Pursuant  to  the  ARI  Agreement, the
Depositary  Units  issued  to  Barberry,  Caboose  and  Modal  will have certain
registration  rights.  The  foregoing  description of the ARI Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the ARI Agreement, a copy of which was filed by the Reporting Persons on
January 15, 2010 as Exhibit 2 to Amendment No. 30 to their statement on Schedule
13D  and  is  incorporated  herein  by  reference.

Item  5.  Interest  in  Securities  of  the  Issuer

Items  5(a)  and  5(b)  of  the  Initial  13D are hereby amended and restated as
follows:

(a) After taking the transaction described in Item 4 into account, the Reporting
Persons  may  be  deemed  to  beneficially  own,  in  the  aggregate, 78,343,658
Depositary  Units, representing approximately 92.46% of the Issuer's outstanding
Depositary  Units  (based upon: (i) the 83,754,921 Depositary Units stated to be
outstanding  as of August 4, 2010 by the Issuer in the Issuer's Form 10-Q filing
filed  with  the  Securities and Exchange Commission on August 5, 2010; and (ii)
the 973,498 Depositary Units issued in connection with the transaction described
in  Item  4).

(b)  Arnos  Sub has sole voting power and sole dispositive power with respect to
2,622,745  Depositary  Units,  representing  approximately 3.10% of the Issuer's
outstanding  Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act,
each  of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Mr. Icahn
(by  virtue  of  their  relationships  to Arnos Sub) may be deemed to indirectly
beneficially  own  the  Depositary  Units  which  Arnos Sub owns. Each of Arnos,
Unicorn,  ACF  Holding,  Highcrest,  Buffalo,  Starfire  and Mr. Icahn disclaims
beneficial  ownership  of  the  Depositary  Units  for  all  other  purposes.

Barberry  has  sole  voting  power  and  sole  dispositive power with respect to
2,656,444  Depositary  Units,  representing  approximately 3.14% of the Issuer's
outstanding  Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act,
Mr.  Icahn  (by  virtue  of  his  relationship  to  Barberry)  may  be deemed to
indirectly  beneficially own the Depositary Units which Barberry owns. Mr. Icahn
disclaims  beneficial  ownership of the Depositary Units for all other purposes.

Caboose  has  sole  voting  power  and  sole  dispositive  power with respect to
2,764,141  Depositary  Units,  representing  approximately 3.26% of the Issuer's
outstanding  Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act,
each of Barberry and Mr. Icahn (by virtue of their relationships to Caboose) may
be  deemed  to  indirectly  beneficially  own the Depositary Units which Caboose
owns.  Each  of  Barberry  and  Mr.  Icahn disclaims beneficial ownership of the
Depositary  Units  for  all  other  purposes.

CCI  Offshore  has  sole voting power and sole dispositive power with respect to
1,706,723  Depositary  Units,  representing  approximately 2.01% of the Issuer's
outstanding  Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act,
each  of  Odysseus  and  Mr.  Icahn  (by  virtue  of  their relationships to CCI
Offshore)  may  be  deemed  to  indirectly beneficially own the Depositary Units
which  CCI  Offshore  owns.  Each of Odysseus and Mr. Icahn disclaims beneficial
ownership  of  the  Depositary  Units  for  all  other  purposes.

CCI  Onshore  has  sole  voting power and sole dispositive power with respect to
3,515,515  Depositary  Units,  representing  approximately  4.15%  of  the
jesjesIssuer's outstanding Depositary Units. Pursuant to Rule 13d-3(a) under the
Exchange  Act,  each  of  High  Coast, Little Meadow and Mr. Icahn (by virtue of
their relationships to CCI Onshore) may be deemed to indirectly beneficially own
the  Depositary  Units which CCI Onshore owns. Each of High Coast, Little Meadow
and  Mr.  Icahn  disclaims  beneficial ownership of the Depositary Units for all
other  purposes.

Gascon  has  sole  voting  power  and  sole  dispositive  power  with respect to
11,892,167  Depositary  Units, representing approximately 14.04% of the Issuer's
outstanding  Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act,
each of Little Meadow and Mr. Icahn (by virtue of their relationships to Gascon)
may  be  deemed to indirectly beneficially own the Depositary Units which Gascon
owns.  Each of Little Meadow and Mr. Icahn disclaims beneficial ownership of the
Depositary  Units  for  all  other  purposes.

High  Coast  has  sole  voting  power and sole dispositive power with respect to
41,060,337  Depositary  Units, representing approximately 48.46% of the Issuer's
outstanding  Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act,
each  of  Little  Meadow and Mr. Icahn (by virtue of their relationships to High
Coast)  may  be deemed to indirectly beneficially own the Depositary Units which
High  Coast  owns.  Each  of  Little  Meadow  and Mr. Icahn disclaims beneficial
ownership  of  the  Depositary  Units  for  all  other  purposes.

Highcrest  has  sole  voting  power  and  sole dispositive power with respect to
3,866,379  Depositary  Units,  representing  approximately 4.56% of the Issuer's
outstanding  Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act,
each  of  Buffalo,  Starfire  and Mr. Icahn (by virtue of their relationships to
Highcrest)  may  be  deemed  to indirectly beneficially own the Depositary Units
which  Highcrest  owns.  Each  of  Buffalo,  Starfire  and  Mr.  Icahn disclaims
beneficial  ownership  of  the  Depositary  Units  for  all  other  purposes.

Icahn  Management  has sole voting power and sole dispositive power with respect
to  3,410,441 Depositary Units, representing approximately 4.03% of the Issuer's
outstanding  Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act,
each  of  CCI  Manager  and Mr. Icahn (by virtue of their relationships to Icahn
Management)  may  be  deemed to indirectly beneficially own the Depositary Units
which  Icahn  Management  owns.  Each  of  CCI  Manager  and Mr. Icahn disclaims
beneficial  ownership  of  the  Depositary  Units  for  all  other  purposes.

Modal  has  sole voting power and sole dispositive power with respect to 562,679
Depositary  Units,  representing approximately 0.66% of the Issuer's outstanding
Depositary  Units.  Pursuant  to Rule 13d-3(a) under the Exchange Act, Mr. Icahn
(by  virtue  of  his  relationship  to  Modal)  may  be  deemed  to  indirectly
beneficially  own  the  Depositary  Units  which Modal owns. Mr. Icahn disclaims
beneficial  ownership  of  the  Depositary  Units  for  all  other  purposes.

Thornwood  has  sole  voting  power  and  sole dispositive power with respect to
4,286,087  Depositary  Units,  representing  approximately 5.06% of the Issuer's
outstanding  Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act,
each  of  Barberry and Mr. Icahn (by virtue of their relationships to Thornwood)
may  be  deemed  to  indirectly  beneficially  own  the  Depositary  Units which
Thornwood owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership of
the  Depositary  Units  for  all  other  purposes.

SIGNATURES

After  reasonable inquiry and to the best of the knowledge and belief of each of
the  undersigned,  each  of  the  undersigned certifies that the information set
forth  in  this  statement  on  Schedule  13D  concerning  the  depositary units
representing  limited  partner  interests  in Icahn Enterprises L.P., a Delaware
limited  partnership,  is  true,  complete  and  correct.

Dated: August 10, 2010

ACF INDUSTRIES HOLDING CORP.

By: /s/ Keith Cozza
-------------------------
Name:   Keith Cozza
Title:  Vice  President

ARNOS  CORP.

By: /s/ Keith Cozza
---------------
Name:  Keith Cozza
Title: Authorized Signatory

ARNOS  SUB  CORP.

By: /s/ Keith Cozza
---------------
Name:  Keith Cozza
Title: Authorized President

BARBERRY CORP.

By: /s/ Edward E. Mattner
---------------------
Name:  Edward E. Mattner
Title: Authorized Signatory

BUFFALO INVESTORS CORP.

By: /s/ Edward E. Mattner
---------------------
Name:  Edward E. Mattner
Title: President and Treasurer

CABOOSE  HOLDING  LLC

By: /s/ Keith Cozza
---------------
Name:  Keith Cozza
Title: Treasurer

CCI  MANAGER  LLC

By:  /s/  Edward  E.  Mattner
------------------------
Name:  Edward  E.  Mattner
Title: Authorized  Signatory

CCI  OFFSHORE  LLC
By:  Odysseus  Holding  Corp.,  its  sole  member

By:  /s/  Edward  E.  Mattner
------------------------
Name:  Edward  E.  Mattner
Title: Authorized  Signatory

CCI  ONSHORE  LLC
By:  High  Coast  Limited  Partnership,  its  sole  member
By:  Little  Meadow  Corp.,  its  general  partner

By:  /s/  Edward  E.  Mattner
------------------------
Name:  Edward  E.  Mattner
Title: Authorized  Signatory

GASCON PARTNERS
By: Little Meadow Corp.
Its: Managing General Partner

By: /s/ Edward E. Mattner
---------------------
Name:  Edward E. Mattner
Title: Authorized  Signatory

HIGH COAST LIMITED PARTNERSHIP
By:  Little Meadow Corp.
Its: General Partner

By: /s/ Edward E. Mattner
---------------------
Name:  Edward E. Mattner
Title: Authorized Signatory

HIGHCREST INVESTORS CORP.

By: /s/Keith Cozza
-------------------------
Name:  PersonNameKeith Cozza
Title: Vice President

ICAHN  MANAGEMENT  LP

By:  /s/  Edward  E.  Mattner
------------------------
Name:  Edward  E.  Mattner
Title: Authorized Signatory

LITTLE MEADOW CORP.

By: /s/ Edward E. Mattner
---------------------
Name:  Edward E. Mattner
Title: Authorized Signatory

MODAL  LLC

By:  /s/  Edward  E.  Mattner
------------------------
Name:  Edward E. Mattner
Title: Vice President

ODYSSEUS HOLDING CORP.

By: /s/ Edward E. Mattner
---------------------
Name:  Edward E. Mattner
Title: Authorized Signatory

STARFIRE HOLDING CORPORATION

By: /s/ Keith Cozza
-------------------------
Name:  Keith Cozza
Title: Authorized Signatory

THORNWOOD ASSOCIATES LIMITED PARTNERSHIP
By:  Barberry  Corp.,  its  general  partner

By: /s/ Edward E. Mattner
---------------------
Name:  Edward E. Mattner
Title: Authorized Signatory

UNICORN ASSOCIATES CORPORATION

By: /s/ Edward E. Mattner
---------------------
Name:  Edward E. Mattner
Title: President and Treasurer

/s/ Carl C. Icahn
-----------------
CARL C. ICAHN

[Signature Page for Amendment No. 32 to Icahn Enterprises Schedule 13D]