ICAHN ENTERPRISES L.P.
ICAHN ENTERPRISES FINANCE CORP.
Icahn Enterprises Holdings L.P.
767 Fifth Avenue – Suite 4700
New York, New York 10153
February 5, 2020
VIA ELECTRONIC TRANSMISSION
Beverly Singleton
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-1004
| Re: | Icahn Enterprises L.P., Icahn Enterprises Finance Corp. and Icahn Enterprises Holdings L.P. |
| Registration Statement on Form S-4 | |
| Initially Filed December 19, 2019 | |
| File No. 333-235600 |
Dear Ms. Singleton:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, Icahn Enterprises L.P., Icahn Enterprises Finance Corp. and Icahn Enterprises Holdings L.P. hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-4, File No. 333-235600, as amended, so that it may become effective at 3:00 p.m. Eastern Time on February 7, 2020, or as soon thereafter as practicable.
[Signature page follows]
| Very truly yours, | ||||
| Icahn Enterprises L.P. | ||||
| By: | Icahn Enterprises G.P. Inc., | |||
| its general partner | ||||
| By: | /s/ Peter Reck | |||
| Name: | Peter Reck | |||
| Title: | Chief Accounting Officer | |||
| Icahn Enterprises Finance Corp. | ||||
| By: | /s/ Peter Reck | |||
| Name: | Peter Reck | |||
| Title: | Chief Accounting Officer | |||
| Icahn Enterprises holdings L.P. | ||||
| By: | Icahn Enterprises G.P. Inc., | |||
| its general partner | ||||
| By: | /s/ Peter Reck | |||
| Name: | Peter Reck | |||
| Title: | Chief Accounting Officer | |||
Signature Page to Acceleration Request
