Washington, D.C. 20549

                                    FORM 25

                    REGISTRATION UNDER SECTION 12(b) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                                               Commission  File  Number:  1-9516

                         Issuer: ICAHN ENTERPRISES L.P.
                       Exchange: New York Stock Exchange
               (Exact name of Issuer as specified in its charter,
        and name of Exchange where security is listed and/or registered)

        767 Fifth Avenue, Suite 4700, New York, NY 10153, (212) 702-4300
              (Address, including zip code, and telephone number,
         including area code, of Issuer's principal executive offices)

            Depositary Units Representing Limited Partner Interests
                      (Description of class of securities)

Please  place  an  X  in  the box to designate the rule provision relied upon to
strike  the  class  of  securities  from  listing  and  registration:

[ ] 17 CFR 240.12d2-2(a)(1)

[ ] 17 CFR 240.12d2-2(a)(2)

[ ] 17 CFR 240.12d2-2(a)(3)

[ ] 17 CFR 240.12d2-2(a)(4)

[ ] Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules
    to strike the class of securities from listing and/or withdraw registration
    on the Exchange.

[X] Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with the rules of
    the Exchange and the requirements of 17 CFR 240.12d2-2(c) governing the
    voluntary withdrawal of the class of securities from listing and
    registration on the Exchange.

Pursuant  to  the  requirements  of  the  Securities Exchange Act of 1934, Icahn
Enterprises  L.P.  certifies  that  it has reasonable grounds to believe that it
meets  all  of  the  requirements  for  filing  the  Form 25 and has caused this
notification  to  be  signed  on  its  behalf by the undersigned duly authorized

December 9, 2011        By: /s/ Dominick Ragone          Chief Financial Officer
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     Date                           Name                          Title