Attached files

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               _________________

                                    FORM 8-K
                               _________________

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

      DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 27, 2011



                             ICAHN ENTERPRISES L.P.
             (Exact Name of Registrant as Specified in Its Charter)




                 DELAWARE                                       1-9516
(State or Other Jurisdiction of Incorporation)         (Commission File Number)

                                   13-3398766
                       (IRS Employer Identification No.)


                767 FIFTH AVENUE, SUITE 4700, NEW YORK, NY 10153
              (Address of Principal Executive Offices) (Zip Code)


                                 (212) 702-4300
              (Registrant's Telephone Number, Including Area Code)


                                      N/A
         (Former Name or Former Address, if Changed Since Last Report)


Check  the  appropriate  box  below  if  the  Form  8-K  filing  is  intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions:

/ /  Written  communication  pursuant  to  Rule 425 under the Securities Act (17
     CFR  230.425)

/ /  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

/ /  Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange  Act  (17  CFR  240.14d-2(b))

/ /  Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange  Act  (17  CFR  240.13e-4(c))



SECTION 7 - REGULATION FD

ITEM 7.01 REGULATION FD DISCLOSURE.

On  December  27, 2011, Icahn Enterprises L.P. issued a press release announcing
the  pricing  terms  for its previously announced rights offering. A copy of the
press release is filed herewith as Exhibit 99.1 and is incorporated by reference
herein  in  its  entirety.

In  accordance  with  General  Instruction  B.2 of Form 8-K, the information set
forth  in  this Item 7.01 and in the attached Exhibit 99.1 shall be deemed to be
"furnished" and shall not be deemed to be "filed" for purposes of the Securities
and  Exchange  Act  of  1934,  as  amended.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

99.1 - Press Release dated December 27, 2011.


      [Remainder of page intentionally left blank; signature page follows]



                                   SIGNATURE

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

                                              ICAHN ENTERPRISES L.P.
                                              (Registrant)


                                              By:  Icahn Enterprises G.P. Inc.,
                                                   its general partner


                                              By:  /s/ Dominick Ragone
                                                   -------------------
                                                   Dominick Ragone
                                                   Chief Financial Officer

Date: December 27, 201