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July 13,
2009
VIA
ELECTRONIC TRANSMISSION
AND
OVERNIGHT COURIER
Mr. Kevin
Woody
Accounting
Branch Chief
United
States Securities and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549
Re: Icahn
Enterprises L.P.
Form 10-K
for fiscal year ended December 31, 2008
Filed on
March 4, 2009
File No.
1-9515
Dear Mr.
Woody:
Reference
is made to the comments of the Staff of the Securities and Exchange Commission
(the “Commission”) in your follow-up letter dated June 23, 2009 with respect to
the Annual Report on Form 10-K of Icahn Enterprises L.P., a Delaware limited
partnership (the “Company”), for the fiscal year ended December 31,
2008.
We are
writing to confirm our discussion on Tuesday, July 7, 2009 that, as you have
requested, we will amend our 2008 Form 10-K with respect to items five, seven
and eight of your initial comment letter dated April 28, 2009. We plan to file
such amendment on or about August 4, 2009.
Please
contact me should you have any questions or additional comments.
Very
truly yours,
/s/
Dominick Ragone
Dominick
Ragone
Chief
Financial Officer
Icahn
Enterprises G.P. Inc., the General Partner of
Icahn
Enterprises L.P.
Enclosures
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cc:
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Keith
A. Meister (Icahn Enterprises
L.P.)
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