Unassociated Document
December
29, 2010
VIA EDGAR
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549
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Re:
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Icahn
Enterprises L.P.’s Request for Withdrawal of Amendment No. 1 to Form
S-4
Registration Statement, Filed on December 28,
2010
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Ladies
and Gentlemen:
Pursuant
to Rule 477 promulgated under the Securities Act of 1933, as amended, Icahn
Enterprises L.P. (the “Registrant”) hereby respectfully requests the withdrawal,
effectively immediately, of the Registrant’s Amendment No. 1 to Form S-4,
together with all exhibits thereto, filed with the U.S. Securities and Exchange
Commission (the “Commission”) on December 28, 2010 (the
“Amendment”).
The
Amendment was intended to amend the Registration Statement on Form S-4
(Registration No. 333-170977) (the “Original Registration Statement”). The
Registrant’s financial printer transmitted the Amendment, which was accepted by
the Commission, with the incorrect registration number.
The
Registrant confirms that the incorrectly filed Amendment has not been declared
effective and that no securities have been sold pursuant to it. Accordingly, the
Registrant requests that the Commission withdraw the Amendment as soon as
possible.
The
Registrant intends to re-file an Amendment No. 1 to Form S-4 amending the
Original Registration Statement with the Commission under the correct
registration number later today.
Please
contact Paula Corsaro of Proskauer Rose LLP, counsel to the Registrant, at
(347) 524-8556 with any questions.
Respectfully,
Icahn
Enterprises L.P.
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By:
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Icahn
Enterprises G.P. Inc., its
general
partner
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/s/
Dominick Ragone
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Dominick
Ragone
Chief
Financial Officer
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