ICAHN ENTERPRISES L.P.
ICAHN ENTERPRISES FINANCE CORP.
16690 Collins Avenue, PH-1
Sunny Isles Beach, Florida 33160
July 21, 2021
VIA ELECTRONIC TRANSMISSION
Kevin Stertzel
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. and Icahn Enterprises Finance Corp. |
| Registration Statement on Form S-3 | |
| Filed July 14, 2021 | |
| File No. 333-257902 |
Dear Mr. Stertzel:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, Icahn Enterprises L.P. and Icahn Enterprises Finance Corp. hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-3, File No. 333-257902, so that it may become effective at 4:00 pm Eastern Time on July 23, 2021, 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/ Ted Papapostolou | ||
| Name: | Ted Papapostolou | ||
| Title: | Chief Accounting Officer | ||
| Icahn Enterprises Finance Corp. | |||
| By: | /s/ Ted Papapostolou | ||
| Name: | Ted Papapostolou | ||
| Title: | Chief Accounting Officer | ||
Signature Page to Acceleration Request
