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                                                          December 13, 2024

Jesse A. Lynn, Esq.
General Counsel
Icahn Enterprises L.P.
16690 Collins Avenue, PH-1
Sunny Isles Beach, FL 33160

       Re: Icahn Enterprises L.P.
           CVR Energy, Inc.
           Schedule TO-T filed December 6, 2024 by Icahn Enterprises Holdings
L.P. et. al
           File No. 005-83522
Dear Jesse A. Lynn Esq.:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

        Please respond to these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

       After reviewing your response to these comments, we may have additional
comments.

Schedule TO-T filed December 6, 2024
Cautionary Note on Forward-Looking Statements, page 8

1.     We note your reference to Section 27A of the Securities Act of 1933,
Section 21E of
       the Securities Exchange Act of 1934 and the Private Securities
Litigation Reform Act.
       The safe harbor provisions of the Private Securities Litigation Reform
Act do not
       apply to statements made in connection with a tender offer. See Section
27A(b)(2)(C)
       of the Securities Act of 1933, Section 21E(b)(2)(C) of the Securities
Exchange Act of
       1934 and telephone interpretation I.M.2 in the July 2001 Supplement to
the Division
       of Corporation Finance   s Manual of Publicly Available Telephone
Interpretations.
       Please revise or delete such references.
2.     We also note the statements that    Icahn Enterprises assumes no
obligation and do not
       intend to update these forward-looking statements    and    [w]e do not
intend to update
       you concerning any future revisions to any forward-looking statements to
reflect
       events or circumstances occurring after the date of this Offer to
Purchase.    Such
 December 13, 2024
Page 2

       statements are inconsistent with the filing persons    obligation to
amend and promptly
       disseminate revised information in the event that its existing
disclosure materially
       changes. See Exchange Act Rule 14d-3(b)(1) and 14d-4(d). Please revise
such
       statements accordingly.
The Offer is subject to certain conditions, page 11

3.     Disclosure in this statement indicates that    [t]he minimum period
during which the
       Offer must remain open following material changes in its terms or the
information
       concerning it   will depend on the facts and circumstances then existing
      With a
       view towards improved disclosure, please advise whether this statement
is intended to
       be modified by similar disclosure found on page 30 that    in no event
will the Offer
       remain open for fewer than five business days following    material
changes in the
       terms of the Offer.
Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans,
page 13

4.     Disclosure in this section indicates that if Icahn Enterprises acquires
beneficial
       ownership of at least 80% of the Company   s outstanding common stock
through the
       Offer, it may restructure its investment to include the Company with
American
       Entertainment Properties Corp. and certain of its subsidiaries in a
consolidated group
       for U.S. federal income tax purposes. With a view towards improved
disclosure,
       please advise what impact, if any, this may have on the stockholders of
the Company
       who do not tender into the Offer or who tender but remain stockholders
as a result of
       proration.
Other Plans, page 14

5.     Disclosure in this section indicates that Icahn may, subject to the
Tender Offer
       Agreement, acquire additional shares of the Company and may otherwise
participate
       in potential strategic transactions available to the Company which may
also entail the
       Icahn Entities acquiring additional equity of the Company. Please
reconcile such
       disclosure with the disclosure on page 25 and elsewhere regarding the
Tender Offer
       Agreement and Icahn Entities    obligations thereunder, which appear to
expressly
       prohibit the Icahn Entities from making any such acquisitions.
6.     Disclosure in this section also indicates that Icahn Enterprises and its
affiliates and the
       Company    currently are considering    (emphasis added) potential
strategic
       transactions available to the Company and its subsidiaries as well as
strategic options
       involving CVR Partners. If these statements are accurate, please provide
the
       disclosure described in Item 1006(c)(1) through (7), including any
plans, proposals or
       negotiations that relate to or would result in, without limitation, any
extraordinary
       transaction involving the Company or any of its subsidiaries or any
other material
       change in the Company   s corporate structure or business. Refer to Item
6 of Schedule
       TO.
Conditions of the Tender Offer, page 21

7.     Refer to clause (ii) in the first bullet point condition on page 21.
Please revise to
       explain what would be considered a    general limitation on prices for,
or trading in,
       securities on any national securities exchange in the United States or
in the over-the-
 December 13, 2024
Page 3

       counter market    or delete this language. Similarly, in clause (iv),
please revise to
       explain what would constitute "any limitation (whether or not mandatory)
by any
       governmental agency or authority on, or any other event that, in our
reasonable
       judgment, could reasonably be expected to materially adversely affect,
the extension
       of credit by banks or other financial institutions in the United States
     or delete.
       Also, note that clause (vi) appears to be a duplicate of clause (iv).
Tender Offer Agreement, page 25

8.     Disclosure on page 25 indicates that, under the circumstances described,
the Icahn
       Entities shall not enter into an agreement to acquire all the
outstanding shares or enter
       into an agreement to increase its beneficial ownership percentage in the
Company
       above 84% of all outstanding shares (emphasis added). With a view
towards revised
       disclosure please advise if such restrictions would prevent the Icahn
Entities from
       doing so if an agreement was not a required step, such as via open
market purchases.
        We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

       Please direct any questions to Perry Hindin at 202-551-3444.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Mergers
& Acquisitions
cc:   Joshua Apfelroth
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