UNITED STATES
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): July 23, 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))	

 
ITEM 8.01 Other Events

ICAHN ENTERPRISES L.P. (NYSE: IEP) (“Icahn Enterprises”) is engaging an investment advisor to explore strategic alternatives with respect to its wholly owned indirect subsidiary - PSC Metals, Inc. Below is certain financial information regarding PSC Metals, Inc.

PSC METALS, INC. AND SUBSIDIARIES	
 	
UNAUDITED DATA FOR THE PERIODS INDICATED	

 	 	Six Months Ended June 30,	
(000s)	 	 	2008	 	 	2007	 	
 	 	 	 	 	 	 	 	
Net sales	 	$	736,941	 	$	423,379	 	
Cost of sales	 	 	632,558	 	 	394,772	 	
Gross profit	 	 	104,383	 	 	28,607	 	
Selling, general and administrative	 	 	14,733	 	 	10,359	 	
 	 	 	 	 	 	 	 	
Income from continuing operations before interest and taxes	 	$	89,650	 	$	18,248	 	
 	 	 	 	 	 	 	 	
Depreciation and Amortization	 	$	7,500	 	$	5,396	 	
Capital Expenditures	 	$	14,937	 	$	12,241	 	
 	 	 	 	 	 	 	 	
Ferrous tons sold	 	 	1,137	 	 	853	 	
Non-ferrous pounds sold	 	 	73,349	 	 	56,607	 	
 
The summary historical interim consolidated financial data set forth above is preliminary and subject to change. We have not yet reported our results for the six-month period ended June 30, 2008. This data is unaudited and has not been reviewed by our independent auditors. Historical results are not indicative of results to be expected in the future and results for interim periods are not indicative of results that might be expected for any other interim period or for an entire fiscal year. 

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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.

 	ICAHN ENTERPRISES L.P.	
 	 	 	 	
 	(Registrant)	 	
 	 	 	 	
 	By:	Icahn Enterprises G.P. Inc.,	
 	 	its General Partner	

 	 	 	 	
 	 	By:	/s/ Andrew R. Skobe	
 	 	 	Andrew R. Skobe	
 	 	 	Interim Chief Financial Officer	
 	 	 	 	
Date: July 23, 2008	 	 	 	

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